Business and Securities Law Forum

The newsletter of the ISBA’s Section on Business and Securities Law

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2011 Articles

Are “drag along” provisions valid in Illinois? By William A. Price November 2011 Private equity transactions routinely include the right to compel owners of a minority interest in a company to take the same price that the majority gets in future deals, without the appraisal and “fair value” process provided in the Illinois Business Corporation Act. Is this type of provision valid?
Businesses “Like” what Facebook can do for them: A guide to drafting social media sweepstakes promotion terms By Erin E. Wright March 2011 Sweepstakes promotions on Facebook are but one way to accomplish a business goal of widespread marketing likely to influence the greatest amount of individual consumers.
Checklist for third-party attorney opinions By Anthony J. Jacob January 2011 A list of considerations and actions a lawyer should take when conducting the due diligence needed to issue a third-party opinion.
Company Web sites: Best practices for avoiding securities fraud By Elizabeth A. Bleakley & Daryl M. Schumacher July 2011 A look at some of the regulatory issues, as well as the application of antifraud provisions of federal and state securities laws to company Web sites.
The curious history of resale price maintenance By Charles A. Stewart May 2011 The agreement between manufacturer and retailer to set minimum prices eliminates, or at least dramatically restricts intrabrand competition among retailers of the articles and so is an obvious restraint of trade deemed illegal by the Sherman Act.
Current issues in connection with capital formation for privately held companies By William Hadler November 2011 In early 2011 Goldman Sachs made two investments in Facebook, Inc. igniting a national debate over the regulatory framework governing private capital raising alternatives. 
The ethics of outsourcing: An evolving necessity in the modern practice of law By Jason W. Mosley January 2011 A discussion of the major ethical issues associated with domestically outsourcing legal work.
Fritzche v. LaPlante: Authorization procedures for corporate notes and leases By Charles W. Murdock March 2011 The case demonstrates the importance to corporate counsel of familiarity with the Business Corporation Act in general, and of a particular corporation’s by-laws and board and shareholder minutes in particular.
Major reform to rules governing the broker-investor relationship is on the way By Laurence M. Landsman January 2011 Brokers will soon be held to higher standards of care toward their clients, and investors will have access to greater protections where brokers have breached their standards of care.
Proposed “Bad Actor” exclusion to Rule 506 offerings By Barry L. Fischer July 2011 On May 27, 2011, the Securities and Exchange Commission released a proposed rule which would disqualify an entity from using the Rule 506 private offering safe-harbor if the entity or a “covered person” associated with the entity is or was involved in specified violations of securities laws, securities administrators or other regulatory entities.
Regulation D securities offerings By Elizabeth A. Bleakley & James L. Kopecky May 2011 A discussion of Regulation D and exemptions available under Rule 504, Rule 505, and Rule 506.
The scarlet opinion By Kenneth J. Ashman May 2011 Scarlet Opinions often take the form of a humorous chastising of an attorney, in a mixture of sarcasm and scorn, that other lawyers’ mailboxes zap from the Internet like frogs feasting on flies.
A taxing endeavor: Understanding how to apply Illinois sales tax By John J. Tufano, Jr. November 2011 The increasing spotlight upon Illinois sales tax serves as a reminder for businesses to evaluate the ways in which they conduct sales transactions and to which counties they pay the retailers' occupation tax.