De Facto LLC Manager Breached Fiduciary Duties Through "Unilateral and Unauthorized" Acts

In a recent order, the Appellate Court affirmed a Cook County trial court decision finding that a de facto LLC manager in a manager-managed LLC: (1) had fiduciary duties to the other members despite not being the legal manager; and (2) breached his f… Read More
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Corporation, Not 50/50 Shareholders, Responsible for Provisional Director Fees in Shareholder Dispute

In a recent order, the Illinois Appellate Court held that Section 12.56(g) of the Business Corporation Act of 1983 (the “Act”) must be read to provide compensation for provisional directors by the corporation as opposed to it shareholders. Sinkus… Read More
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Illinois Court Orders 51% Shareholder to Pay 49% Shareholder's Attorneys' Fees in Case Involving Misuse of Corporate Funds and Bad Faith Counterclaim

The Appellate Court of Illinois recently affirmed an award of attorney fees in a Section 12.56 proceedings. In Thazhathuputhenpurac v. JT Enterprises of Chicago, the Court held that minority shareholder was entitled to reasonable attorney fees due to… Read More
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Buyouts for Shareholders of Closely Held, Non-Public Corporations

A non-public corporation is a corporation that has no shares listed on a national securities exchange or regularly traded in a market maintained by one or members of a national or affiliated securities association. In a shareholder action in a non-pu… Read More
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Limited Liability Company Act "Events Causing Dissolution" and "Right to Wind Up"

A limited liability company (“LLC”) allows members limited liability, but LLCs aren’t perpetual. Section 180/35-1 of the Limited Liability Company Act details the events that cause the dissolution of LLCs. 805 ILCS 180/35-1. Section 180/35-… Read More
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Corporate Dissolution: Notice Requirements for Discharge of Corporate Debts

Section 12.30 of the Illinois Business Corporation Act of 1983 (“Act”) (805 ILCS 5/12.30) explains the effects of corporate dissolution. Section 12.75 of the Act (805 ILCS 5/12.75) details the notice requirements a dissolved corporation must comp… Read More
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Business Corporation Act Section 12.56: Defining Shareholder Oppression

In a shareholder action against a co-shareholder (co-owners or incorporated business partners, colloquially), a court may order one of the remedies provided for in 805 ILCS 5/12.56(b) if the shareholder shows that “the directors or those in control… Read More
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Business Corporation Act Section 12.56 Remedies for Oppressed Shareholders

Illinois law offers a number of remedies for closely held or private corporation shareholders trapped in toxic or dysfunctional relationships with their corporations or fellow shareholders (co-owners). Given the structure of most corporations, 50/50… Read More
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