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Case Studies in Closely Held Company Disputes  

Edited by Andy Campbell and John Haarlow, Jr., co-chairs of the Closely Held Companies practice group.

Oct. 26, 2018

Nebraska High Court Finds Owner-Agents Personally Liable Where They Failed to Disclose Existence of Corporation

By Carl M. Johnson

In Thomas Grady Photography, Inc. v. Amazing Vapor, Ltd., 918 N.W.2d 853 (Neb.…

Jun. 28, 2018

Idaho Supreme Court Joins Majority, Holds that the Corporate Veil May Be Pierced to Reach Non-Shareholder

By Matthew L. Pagano

Idaho Supreme Court Joins Majority, Holds that the Corporate Veil May Be Pierced to Reach Non-Shareholder…

Jun. 26, 2018

Illinois Appellate Court Permits Attorneys’ Fees Based On Litigants’ Pre-Suit Behavior; or “Leave the Shareholder. Take the Pierogi.”

By Andrew D. Campbell

In a case of first impression, the Illinois Appellate Court, First District, ruled that litigants may be awarded attorneys’ fees under Section 12.60(j) of the Illinois Corporation Act (805 ILCS 5/1 et seq.…

May. 9, 2018

Illinois First District Holds Managers Alone Owe Fiduciary Duties to LLCs, Other Officers Do Not

By John B. Haarlow, Jr.

Illinois First District Holds Managers Alone Owe Fiduciary Duties to LLCs, Other Officers Do Not…

Mar. 2, 2018

Illinois Appellate Court Finds Cause Required For Expulsion From LLC

By John Haarlow, Jr.

Plaintiff Michelle McManus began working at Anne Richards’s orthodontics practice, Quad City Orthodontic Group, LLC, as an associate in 2010. On January 1, 2012, McManus and Richards entered into an operating agreement relating to the practice. The operating agreement provided that Richards, the sole owner of the practice, would sell a 50% membership interest to McManus over a five-year period. ……

Mar. 2, 2018

Northern District of Illinois Holds That Health Problems and Domination of Affairs Does Not Rise to Automatic Dissociation Under Illinois LLC Act

By John Haarlow, Jr.

In Brodsky v. Blake, Case No. 17-cv-5222, 2018 WL 1138539 (N.D. Ill. March 2, 2018), the Northern District of Illinois rejected Plaintiff Gregory Brodsky’s argument that fellow limited liability company (LLC) member Anthony Blake was automatically dissociated from the LLC because of his health problems and his wife’s domination of his affairs…

Feb. 13, 2018

New York Supreme Court Illustrates What Not To Do When You Want A Business Divorce

By John Haarlow, Jr.

Stavroulakis v. Pelakanos, 58 Misc. 3d 1221(A) (N.Y. Sup. Ct. 2018), begins with a scenario familiar to anyone who frequently deals with business divorces.…

Jan. 26, 2018

Illinois First District Reverses Merger-Halting TRO, Citing Business Corporation Act’s Dissenters’ Rights

By John Haarlow, Jr.

In Loftus v. Zorch International, Inc., 2018 IL App. (1st) 180169-U, the Illinois First District Appellate Court reversed the circuit court’s temporary restraining order (TRO) preventing a corporate merger from proceeding.…

Jan. 16, 2019

Illinois First District Relies on Century-Old Precedent to Hold that Corporate Directors Have Presumptive Right to Inspect Corporation Books and Records

By Dana L. Taylor

Illinois First District Relies on Century-Old Precedent to Hold that Corporate Directors Have Presumptive Right to Inspect Corporation Books and Records…

Nov. 13, 2017

Delaware Court of Chancery Rejects Books and Records Request Crafted by Counsel Rather than Shareholder

By John Haarlow, Jr.

Section 220 of the Delaware General Corporation Law authorizes a stockholder to demand to inspect a corporation’s books and records for any proper purpose. 8 Del. Code § 220. The statute defines a “proper purpose” as “a purpose reasonably related to such person’s interest as a stockholder.…

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