Illinois General Assembly Passes Corporation Dissolution And Reinstatement Bill

The Illinois General Assembly House and Senate passed SB 1098, which contained two sets of provisions originally drafted by the Institute for Illinois Business Law. The first set allows reinstatement within three years after entity dissolution without personal liability for intervening acts by officers and directors continuing the business of the dissolved entity. The second amends…

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What advantages and disadvantages are there to Illinois S corporations and LLCs with an S Corp Election?

Both S corporations and limited liability companies (LLC’s)  are generally similarly treated in Illinois for liability and tax purposes, particularly if an S corporation election is in effect for the LLC. Internal organization statutes are different. What is similar is that there is liability limitation to investment in either type of entity, similar veil piercing doctrines, an…

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Landlord and Tenant Obligations In Illinois

Many merger deal cleanups involve leased real estate. Just posted a SlideShare article titled “Landlord and Tenant Obligations”, originally prepared for Sterling Educational Services (though I retain the copyright). Their seminar was cancelled, but you can still get the benefit of the material by downloading the talk. It is available for free at http://www.slideshare.net/wpriceiit/landlord-and-tenant-obligations

Noncompetes In An Asset Purchase Agreement Can Be Enforceable Even If Some Of Seller’s Earn-Out Was Not Paid

In InsureOne Indep. Ins. Agency, LLC v. Hallberg, 2012 IL App (1st) 92385, http://www.state.il.us/court/Opinions/AppellateCourt/2012/1stDistrict/1092385.pdf  (Ill. App., 2012), the court held that a failure to pay approximately 2% of an earn-out, which was 1% or less of the agreed purchase price, was not enough to cancel a seller and his son’s noncompete obligations under the asset…

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Purchase Of Almost All Of A Business’s Assets Valid Though Manager Lacked Authority To Sell

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…

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