William A. Price, Attorney at Law
Insurance policy language prohibiting assignment without the insurer’s consent, and state law from the location where a Superfund cleanup claim arose, were enough to defeat a claim for coverage by a buyer of all of a a palm oil company’s assets in Water Applications & Sys. Corp. v. Bituminous Cas. Corp., 2013 IL App (1st)…
In B&C Realty of Ill., LLC v. Chi. Stand-Up Mri, LLC, 2013 IL App (1st) 112064, http://www.state.il.us/court/r23_orders/appellatecourt/2013/1stdistrict/1112064_r23.pdf (Ill. App., 2013), the court held that a buyer of real property that constituted substantially all of the assets of a manager-managed limited liability company could win a title action against a co-manager of the LLC and the…
In Diotallevi v. Diotallevi, 2013 IL App (2d) 111297, http://www.state.il.us/court/Opinions/AppellateCourt/2013/2ndDistrict/2111297.pdf (Ill. App., 2014), the court denied claims by relatives of a divorced couple to two land trust properties that were made more than five years after the relatives made loans to the couple for their tree nursery business. The couple formed an LLC including the…
In Stump v. Swanson Development Co., 2014 IL App (3d) 110784, http://www.state.il.us/court/Opinions/AppellateCourt/2014/3rdDistrict/3110784.pdf, Feb. 10, 2014, the court held that a Mr. Stump had been induced to sign a deed to some real estate by fraud, and held that two individuals were liable for failing to include Mr. Stump in a limited liability company, and for…
At least 31 US states and many foreign countries, like Singapore, permit organization of business entities as statutory trusts. These entities have trustees to manage assets, like family and other trusts that are set up to manage donated property, but they may operate active business entities. The risks of doing business, which could otherwise violate…
The Ritz-Carlton Management Company (RCMC) was able to compel arbitration as provided for in a condominium association LLC operating agreement, even though condominium owners alleged the agreement was unconscionable, and that RCMC had committed fraud. (Ritz-Carlton Mgmt. Co. v. Ass’n of Apartment Owners of Kapalua Bay Condo. (D. Haw., 2013), rehearing denied, http://www.gpo.gov/fdsys/pkg/USCOURTS-hid-1_13-cv-00055/pdf/USCOURTS-hid-1_13-cv-00055-1.pdf ) The…
April 1 brings interesting and dubious news items to light, and this newsletter preserves them for posterity. Say hello, posterity! You may want to try to forget these: — Darth Vader is officially registered as a candidate for President of the Ukraine: https://www.youtube.com/watch?v=X9h4VA3bc-8 — American Eagle is “launching” an “American Beagle” line of sportswear:…
The Illinois State Bar Association has videos of a cable television program I participated in on the business buying process, and on how to find a business to buy. Other speakers included private equity experts and business brokers. See http://www.youtube.com/watch?feature=player_embedded&v=RjtTOICt7yo
I’ll be delivering a talk for the Illinois State Bar Association on private offerings after the JOBS Act, and have posted the PowerPoint for free download at slideshare.net. The slides cover exceptions from public offering registration under Regulation D (including the new Rule 506(c)), what and when to file reports with state and federal regulators,…
The Financial Industry Regulatory Authority (FINRA) has proposed a limited form of registration for persons and organizations involved in finding capital for business deals. The title for such brokers would be “Limited Corporate Financing Brokers”, and the proposal is Regulatory Notice 14-09, available at http://www.finra.org/Industry/Regulation/Notices/2014/P449587 “Finders” regulation has been an active topic of conversation in…