Introduction to the Illinois Franchise Tax and Its Importance to Your CompanyBy Jordan Goodman & Jesse FeinsteinCorporate Law Departments, March 2025The Illinois Franchise Tax is an extremely complex tax that places unique burdens on corporations conducting business in Illinois. Based on our experience, many corporations incorrectly calculate their obligations, leading to the over or underpayment of their tax liabilities. Neither of these scenarios is desirable, and as such, this article is designed to familiarize you with the basics of the Franchise Tax and reveal a few common problems we at Kilpatrick have identified and resolved over the years.
Proposed Revision to IBCA Allowing Easier Removal of Cumulative VotingBy Margo Hablutzel, J.D., LLM, CISSPCorporate Law Departments, March 2025In its March meeting, the Corporate Law Departments Section Council considered proposals before the Illinois Legislature to eliminate the requirement that Illinois corporations chartered before July 1, 1971, obtain the unanimous consent of shareholders before eliminating cumulative voting. Currently, those companies can only eliminate cumulative voting for directors by a unanimous vote of shareholders, unlike other charter amendments that can be accomplished by a two-thirds majority. The reason this is specific to companies incorporated in Illinois before that date is not only due to the terms of the Illinois Business Corporation Act, but also to the Illinois Constitution.
Update on Status of Corporate Transparency ActBy Craig R. HedinCorporate Law Departments, March 2025On March 21, 2025, FinCEN issued an interim final rule that removes U.S. entities from the definition of “reporting company” and added a new exemption to expressly exempt U.S. entities from the reporting requirements of the CTA.
Items of NoteCorporate Law Departments, January 2025The Corporate Law Departments Section is planning a social gathering during the Annual Meeting in Lincolnshire on June 5 and 6 and a brief update on the JCAR Flinn Report.
Legal Issues That Corporate Law Departments Should Monitor During the First Half of 2025By James P. Looby, Michael R. Mulcahy, Michelle T. Olson, Liz J. Baxter, Michael D. Considine, Ariel M. Kelly, Alec E. Lybik, Jake W. Wiesen, Jack Goold, & Jade E. HannanCorporate Law Departments, January 2025This article discusses recent important developments in the areas of employment law, corporate disclosure requirements, Securities Exchange Commission examination priorities, and letter of credit sanctions that in-house counsel should assess and consider during the first half of 2025.
Amendments to Illinois Human Rights Act to Take Effect in 2025By Michelle Olson & Fernanda ContrerasCorporate Law Departments, November 2024New amendments to the Illinois Human Rights Act will take effect on January 1, 2025, which will prohibit discrimination against employees based on their reproductive health decisions and family responsibilities and expand the time in which to bring a claim.
Post-Election Privacy Priorities; What’s Next?By Kelly V. Carter, CIPPCorporate Law Departments, November 2024While Democrat and Republican legislators often spar over the economy, racial justice, immigration reform, climate change, law enforcement, international engagement, and a long list of other critical issues, this article explores some of the most impactful bipartisan bills federal legislators have worked together on to protect American’s human right to personal privacy.
The Corporate Transparency Act: A New Era of Business AccountabilityBy Nikhil A. MehtaCorporate Law Departments, October 2024The Corporate Transparency Act, which aims to enhance transparency among business entities by combating illicit financial activities and bolstering efforts by the federal government to prevent money laundering and other financial crimes, went into effect on January 1.
Federal Trade Commission: Non-Compete RuleBy Bernard G. PeterCorporate Law Departments, October 2024On April 23, 2024, the U.S. Federal Trade Commission issued a Final Rule banning Non-Compete Clauses in employee agreements nationwide with an exception for “senior executives” who have a Non-Compete which is in place prior to the effective date of the Rule.
OSHA Final Rule Impacting Employee and Union Rights During InspectionsBy Charles Palmer & Corissa PennowCorporate Law Departments, October 2024On April 1, 2024, the Department of Labor published its final rule regarding worker walkaround representative designation during an Occupational Health and Safety Administration inspection.
New Federal Reporting Requirement for Your Law Firm This YearBy Annette FernholzFamily Law, August 2024A new rule under the Corporate Transparency Act now requires many businesses in the United States, including small law firms, to report information about who ultimately owns or controls them to the Financial Crimes Enforcement Network.
Illinois Freedom to Work ActBy Bernard G. PetersBusiness Advice and Financial Planning, June 2024A number of states including Illinois have enacted legislation to restrict the ability of an employer to enforce non-compete agreements.
Illinois Freedom to Work ActBy Bernard G. PetersCorporate Law Departments, April 2024A number of states including Illinois have enacted legislation to restrict the ability of an employer to enforce non-compete agreements.
The DOL Issues Its Final Independent Contractor RuleBy Ellen M. Hemminger & Peter WalrodEmployee Benefits, March 2024The Department of Labor sets new multi-factor test for determining whether worker is employee or independent contractor under Fair Labor Standards Act.
Compliance With the Beneficial Ownership RuleBy Kevin J. StineCorporate Law Departments, February 2024Although the Beneficial Ownership Rule requiring banks to identify and verify beneficial owners of legal entity customers went into effect in 2018, many bank customers are not aware of the rule and resist assembling the information required for the bank to comply with the rule.
The DOL Issues Its Final Independent Contractor RuleBy Ellen M. Hemminger & Peter WalrodCorporate Law Departments, February 2024The Department of Labor sets new multi-factor test for determining whether worker is employee or independent contractor under Fair Labor Standards Act.
New York Governor Vetoes Bill Banning Non-Compete AgreementsBy Jonathan A. WexlerCorporate Law Departments, February 2024New York’s Governor Hochul vetoed Senate Bill S3100A, which would have prohibited all non-competition agreements in the state. If passed, New York would have joined a growing number of states to pass laws barring such agreements.
The Corporate Transparency Act: What Attorneys Need to KnowBy Priya ThennarasuTrusts and Estates, November 2023In an effort to combat financial terrorism and money laundering within the United States, the bipartisan Corporate Transparency Act was enacted by Congress on January 1, 2021.
EEOC Promulgates Rules Related to Newly Enacted Pregnant Workers Fairness ActBy Rachel Bossard & Elizabeth PallCorporate Law Departments, September 2023The Pregnant Workers Fairness Act, which went into effect on June 27, 2023, requires covered employers to provide “reasonable accommodations” to an employee’s known limitations related to pregnancy, childbirth, or related medical conditions, unless the accommodation will cause the employer an undue hardship.
New Salary Threshold for Overtime ProposedBy Alex MarkCorporate Law Departments, September 2023On August 30, 2023, the U.S. Department of Labor put forward a rule that would raise the salary threshold under which employees are eligible for overtime pay under the Fair Labor Standards Act.
Since You Asked: Are FSA Claims Required to Be Substantiated?By Maureen Gammon & Kathleen RosenowCorporate Law Departments, July 2023Under the tax code, an employee must provide proof from an independent third party that funds used from a health or dependent care FSA were used for eligible expenses. Without proper substantiation, such reimbursements will be included in an employee’s gross income rather than being tax-free.
The Corporate Transparency Act: What Attorneys Need to KnowBy Priya ThennarasuYoung Lawyers Division, May 2023In an effort to combat financial terrorism and money laundering within the United States, the bipartisan Corporate Transparency Act was enacted by Congress on January 1, 2021.
