Illinois Appellate Court Finds Cause Required For Expulsion From LLC

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. ……

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

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.…

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

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.…

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

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.…

Illinois Supreme Court Confirms Significant Limitations on Corporate Personal Jurisdiction Post-Daimler AG, Illinois Appellate Court Follows Suit

In Aspen American Insurance Co. v. Interstate Warehousing, Inc., 2017 IL 121281, the Illinois Supreme Court made clear that the United States Supreme Court’s decision in Daimler AG v. Bauman, 571 U.S. 117 (2014) substantially narrowed the scope of general personal jurisdiction over corporate defendants in Illinois. …

Illinois Appellate Court finds Building Contractor is Without Legal Capacity to Bring Counterclaims 3 1/2 years after Dissolution

By Laura G. Jennings

In Sienna Court Condominium Assoc. v. Champion Aluminum Corp., 2017 IL App. (1st) 143364, the Illinois First District Appellate Court determined that the “reasonable” time limitation applied to the right to participate in litigation and that 3 ½ years after dissolution was too long to wait before an LLC filed counterclaims.…