Late in 2002, the developer of 1717 S. Prairie Ave. in Chicago, Ill., retained the defendant Hansen & Hempel Co. to complete the masonry work for a 23-story condominium complex. When the building was nearly finished in March 2004, it started to experience water leakage. The condominium association, Board of…
Articles Posted in Corporate Law
Dismissal with Prejudice of Case Without Choice of Law Clause in Contested Agreement Leaves Open Issue; Illinois Appellate Court Reverses
Larry Fabian was hired in 2001 by Cantor Fitzgerald to be a broker at the Chicago Mercantile Exchange. In 2007, he was transferred to BGC, which was a spinoff company of Cantor Fitzgerald. In 2008, Fabian was named as a partner of “Founding Partner No. 69.” According to Fabian, he…
How the Management of Corporations is Lodged with the Board of Directors
Illinois corporations are governed by the Illinois Corporation Act (805 ILCS 5/1, et seq.) and by the company’s bylaws. In general, the governing principle of the management and control of the corporation is vested in the board of directors, which has a high duty of loyalty to the shareholders of…
Shareholder in Corporation Loses Employee Standing in Lawsuit for Disability Discrimination Under the ADA
Dr. Linda Bluestein was a shareholder in Central Wisconsin Anesthesiology S.C. and a member of its board of directors. After losing the vote that terminated her employment contract, Bluestein filed a lawsuit against the corporation for allegedly violating three statutes that protect “employees.” Those statutes were the Americans with Disabilities…
Illinois Appellate Court Clarifies Shareholder’s Right to Check Corporate Books and Records
The Illinois Business Corporation Act, Section 7.75, gives shareholders the right to inspect a company’s records, “but only for a proper purpose.” The Illinois Business Corporation Act was amended in 1984, requiring shareholders to make their demand in writing, “stating with particularity the records sought to be examined and the…
Court Holds That Individual Shareholder Should Have Brought Lawsuit as a Derivative Action Rather Than as a Separate, Individual Claim
Daniel Nickell filed a lawsuit against the officers and directors of Engineer Support. He claimed it had improperly diverted financial benefits by backdating stock options, which decreased the value of the corporation for its shareholders. Nickell was a shareholder of Engineer Support Systems Inc. (ESSI). ESSI merged with DRS Technologies…
U.S. Court of Appeals Finds that Claims of an Individual Shareholder are Derivative to the Corporation
Fortunee Massuda was an investor in a group of Panda Express restaurants in Chicago. The restaurants were owned by a joint venture, RC Partnership, made up of Panda Express Inc. and Rezko Concessions Inc. Massuda invested $4 million in the joint venture in exchange for an ownership interest of 11%…
Illinois Law Allows a Dissolved Corporation to be Sued for Any Claim that Existed Before its Dissolution For Up To Five Years
According to the Illinois Appellate Court, a corporate condominium association that was dissolved is in a legal standing the same as that of a dead natural person such as found in the case of Markus v. Chicago Title & Trust, 373 Ill.557 (1940). Under Illinois §12.80 of the Business Corporation…
Illinois Appellate Court Rules on Case of Piercing the Corporate Veil
In a case involving a default judgment in the amount of $421,582 against an Illinois corporation, Mama Gramm’s Bakery requested that a Cook County judge pierce the corporate veil of Silver Fox Pastry and put the liability on Haitham Abuzir. Abuzir was never a director, officer, shareholder or employee of…
Illinois Appellate Court Finds That a Non-Shareholder Can Be Held Liable for Corporate Debts
The Illinois Appellate Court for the First District in Chicago has found that a person can be held liable for a corporation’s debt even if he or she is not an officer or shareholder of the corporation. In a case that amounts to a decision of wide-ranging implications and one…