The Counselor

The newsletter of the ISBA’s Section on Business Advice and Financial Planning

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2014 Articles

Are the company’s severance and settlement agreements enforceable? By Alan M. Kaplan July 2014 The decision in EEOC v. CVS Pharmacy, Inc., which was filed in February of this year, may affect what language can be used in enforceable severance agreements.
Choice of law can complicate collection of interest and attorney fees July 2014 A look at some of the lessons from VLM Food Trading International, Inc. v. Illinois Trading Company.
Fiduciary duty of fund investment advisers to investor clients By Elizabeth A. Bleakley February 2014 A guide to help legal counsel explain to private fund manager clients their fiduciary duties as investment advisers under federal and state securities laws.
Getting to know the Business Advice and Financial Planning Section Council Members By Elizabeth A. Bleakley December 2014 Learn more about Section members Alan M. Kaplan and Jeffrey A. Miller.
ISBA unveils exciting new Member Directory! July 2014 Make sure the other members of this section know what sets you apart and can find you easily by activating your member directory profile today.
Mid-sized investment advisers and exempt reporting adviser status By Elizabeth A. Bleakley February 2014 The Dodd-Frank Act repealed section 203(b)(3) of the Investment Advisers Act of 1940, thereby adding a requirement that advisers to private funds register under the Act.
The phantom stock plan: Sharing a rise in stock value with your employee without diluting equity By Alan E. Case December 2014 The opportunity to defer compensation enables many types of programs and techniques that benefit an employee as well as a company. There are two basic types of stock-oriented deferred compensation plans—those referencing “phantom stock” and those referencing stock appreciation rights (often referred to as “SARs”). This article provides a brief introduction to the basic elements, and advantages and disadvantages, of a phantom stock plan.
Phoning it in: The rule that corporate directors cannot vote by proxy By Brian O’Connell December 2014 Unlike shareholders, directors of a corporation cannot act by proxy. This article provides insights and authority regarding this corporate governance rule.
Terminating a corporation or LLC By John D. Gutzke February 2014 An overview of the steps required to close a business.
Update on all appropriate inquiries into land acquisitions By Gene Schmittgens July 2014 An update to the article published in this newsletter in February 2011.