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Chapter 1 — Litigation Issues Related to Corporate Governance in Closely Held Illinois Businesses - Chapter 2 — Personal Liability in Closely Held Entities
- Chapter 3 — Fiduciary Duties of Shareholders in Closely Held Corporations and Members of Limited Liability Companies
- I. [3.1] Introduction
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II. Fiduciary Duties of Shareholders in Closely Held Corporations - [3.2] Basic Principles of When Duties are Owed to Other Shareholders
- [3.3] What Makes a Corporation “Closely Held”
- [3.4] Factors That Determine Whether a Duty Is Owed
- Duties Owed by Minority Shareholders
- [3.5] Cases Holding That Minority Shareholders Owe Duties
- [3.6] Cases Holding That More than Mere Minority Shareholder Status Is Required To Impose Fiduciary Duties
- [3.7] Types of Conduct That May Constitute Breaches of Fiduciary Duty
- [3.8] Statutory Procedure for Avoiding Shareholder Fiduciary Duties
- III. Fiduciary Duties Owed by Members of Limited Liability Companies
- [3.9] Overview
- [3.10] Fiduciary Duties of Members in Member-Managed LLCs
- [3.11] Duty of Loyalty
- [3.12] Duty of Care
- [3.13] Obligation of Good Faith and Fair Dealing
- [3.14] Exception for Merely Furthering a Member’s Own Interest
- [3.15] Ability To Limit Certain Duties by Operating Agreement Provision
- [3.16] Fiduciary Duties of Members in Manager-Managed LLCs
- [3.17] Pleading Breach of Fiduciary Duty in Claims Brought by LLC Members Against Other Members
- Chapter 4 — Minority Stakeholder Rights and Remedies
- I. [4.1] What Constitutes a “Minority Interest”
- II. [4.2] General Stakeholder Rights in Close Corporations, Partnerships, and Limited Liability Companies
- Close Corporations
- [4.3] Agreements Concerning Management and Other Corporate Affairs
- [4.4] Voting and Shareholder Meetings
- [4.5] Access to Business Information
- [4.6] Dividends
- Limited Liability Companies
- [4.7] Critical Importance of the Operating Agreement
- [4.8] Admission of New Members — Default Rules
- [4.9] Management and Voting Rights — Default Rules
- [4.10] Fiduciary Duties
- [4.11] Right to Business Records — Default Rules
- [4.12] Distributions — Default Rules
- Partnerships
- [4.13] Effect of a Partnership Agreement
- [4.14] Admission of New Partners
- [4.15] Management and Voting Rights
- [4.16] Fiduciary Duties
- [4.17] Right to Business Records
- [4.18] Profits, Liabilities, and Winding Up
- [4.19] Dissociation
- III. [4.20] Minority Stakeholder Remedies
- Close Corporations
- [4.21] Remedies for Minority Shareholder Oppression
- [4.22] Shareholder’s Right of Dissent
- [4.23] Derivative Actions
- Limited Liability Companies
- [4.24] Direct Actions by Members
- [4.25] Derivative Actions
- Partnerships
- [4.26] Direct Actions
- [4.27] Violations of Partners’ Fiduciary Duties
- [4.28] Derivative Action for Limited Partnership
- Chapter 5 — Rights To Inspect Company Records
- Chapter 6 — Valuation of Minority Interests in Closely Held Illinois Businesses
- Chapter 7 — Civil Procedure Issues in Closely Held Entities
- I. [7.1] Overview
- II. [7.2] Can a Closely Held Entity Sue in Its Own Name?
- III. When, If Ever, May a Member/Shareholder Bring a Derivative Claim on Behalf of a Closely Held Entity?
- [7.3] Derivative vs. Direct Actions Generally
- [7.4] Injury to the Entity vs. Injury to the Individual
- [7.5] Who Are the Parties?
- Derivative Actions Based on Type of Entity
- [7.6] Corporations
- [7.7] Limited Liability Companies
- [7.8] Limited Partnerships
- [7.9] Voluntary Unincorporated Associations
- [7.10] Summary
- IV. What Is the “Citizenship” of a Closely Held Entity for Diversity Jurisdiction in Federal Court?
- V. [7.13] Whether Operating Agreements Are Binding on the Limited Liability Company for Purposes of Arbitration
- Chapter 8 — Recurring Ethical Issues When Representing Closely Held Entities
- Alexander L. Berg
Alexander L. Berg
Alexander L. Berg is an Associate at Novack and Macey LLP in Chicago, focusing on litigation. He is a member of the Chicago and Federal Bar Associations. Mr. Berg received his B.A. magna cum laude from Tufts University and his J.D. with high honors, Order of the Coif, from George Washington University Law School, where he was Production Editor of the law review.
- Andrew D. Campbell
Andrew D. Campbell
Andrew D. Campbell is a Partner with Novack and Macey LLP, in Chicago, concentrating his practice in commercial litigation, appeals, and data security. Mr. Campbell is the firm’s Hiring Partner and is Cochair of the firm’s practice group on close corporations, partnerships, and limited liability companies. He was one of the developers of a web application that integrates frequently invoked pretrial provisions of the Illinois Code of Civil Procedure and the Supreme Court Rules. Mr. Campbell earned his B.A. from the University of Michigan and his J.D. magna cum laude from Loyola University Chicago School of Law.
- Steven J. Ciszewski
Steven J. Ciszewski
Steven J. Ciszewski is a Partner at Novack and Macey LLP in Chicago, where he is the Cochair of the Closely Held Companies Practice Group. Mr. Ciszewski’s practice is focused on commercial litigation with an emphasis on employment- and insurance-related matters. He was named to 40 Illinois Attorneys Under 40 to Watch — 2012 and received White Belt Certification from Legal Lean Sigma Institute in 2014. He is the Secretary of the University of Illinois College of Law Alumni Board and is an appointed member of the Illinois State Bar Association’s Insurance Law Section Council. Mr. Ciszewski received his B.S. cum laude and his J.D. magna cum laude from the University of Illinois College of Law.
- John B. Haarlow
John B. Haarlow
John B. Haarlow is a Partner at Novack and Macey LLP in Chicago, focusing his practice on intellectual property and closely held corporation disputes and has a wide. Mr. Haarlow was selected as an Illinois Super Lawyer Rising Star in 2015. He received his A.B. from Princeton University and his J.D. summa cum laude, Order of the Coif, from the University of Illinois College of Law, where he was Editor of the law review.
- Julie Johnston-Ahlen
Julie Johnston-Ahlen
Julie Johnston-Ahlen is Of Counsel to Novack and Macey LLP in Chicago, focusing her practice on commercial litigation and bankruptcy, including experience with contract disputes, partnership and closely held corporation disputes, real estate litigation, intellectual property litigation, fraud and breach of fiduciary duty claims, employment and noncompete disputes, and electronic discovery. She currently serves on the official fee committee for In re Caesars Entertainment Operating Co., No. 15-01145(Bankr. N.D.Ill. 2015). She was named an Illinois Super Lawyer Rising Star for 2010, 2011, and 2012 and is a member of the American Bar Association and of the Chicago Bar Association Bankruptcy and Reorganization Committee. Ms. Johnston Ahlen received her B.A. from Wells College (Phi Beta Kappa), her M.B.A. from the University of Minnesota Carlson School of Management, and her J.D. from the University of Minnesota Law School (Order of the Coif).
- Monte L. Mann
Monte L. Mann
Monte L. Mann is a Partner at Novack and Macey LLP in Chicago, focusing his practice on business and commercial litigation. Mr. Mann is the author of Illinois Business Divorce Report and is a Leading Lawyer. He is a member of the Chicago Bar Association and a Fellow of Litigation Counsel of America. Mr. Mann received his B.A. magna cum laude from the University of Pennsylvania and his J.D. from Northwestern University School of Law.
- Mitchell L. Marinello
Mitchell L. Marinello
Mitchell L. Marinello is a Partner with Novack and Macey LLP, in Chicago, and has more than 30 years of experience in commercial litigation, arbitration, and trials. Mr. Marinello is a frequent author on issues relating to business law and arbitration. Mr. Marinello earned his B.A. magna cum laude from Wesleyan University, was a fellow of the Thomas J. Watson Foundation (studying labor policy) in London, England, and earned his J.D. from New York University School of Law.
- Timothy J. Miller
Timothy J. Miller
Timothy J. Miller is a Partner at Novack and Macey LLP in Chicago, where he focuses his practice on civil litigation and legal malpractice defense. He is a member of the Association of Professional Responsibility Lawyers and the Chicago Bar Association. He is also a Martindale Hubbell Premiere Attorney. Mr. Miller received his B.A. summa cum laude from Alma College, where he was elected to Phi Beta Kappa, and his J.D. with high honors, Order of the Coif, from Duke University School of Law, where he was Managing Editor of the Duke Law Journal.
- Christopher S. Moore
Christopher S. Moore
Christopher S. Moore is a Partner at Novack and Macey LLP, in Chicago, where he concentrates his practice in complex business litigation. Mr. Moore is a member of the Illinois State Bar Association and is Coeditor of the website of the Alternative Dispute Resolution Committee of the American Bar Association Section of Litigation. He received his B.A. from the University of Chicago and his J.D. from the University of Illinois College of Law.
- Courtney Tedrowe
Courtney Tedrowe
Courtney Tedrowe is a Partner at Novack and Macey LLP in Chicago, where his practice is focused on business and commercial litigation. He is the Chair of the Advisory Board of the Lawndale Christian Legal Center and a member of the Founder’s Council of the Field Museum. Mr. Tedrowe received his B.A. from Vassar College and his J.D. from Cornell Law School.
- Michael A. Weinberg
Michael A. Weinberg
Michael A. Weinberg is a Partner at Novack and Macy LLP in Chicago, where his practice is focused on commercial litigation. He has been recognized as both an Illinois Super Lawyer (Top Rated Business Litigation Attorney) and a Leading Lawyer. He is a member of the Chicago Bar Association. Mr. Weinberg received his B.A. from Vassar College with honors and distinction and his J.D. from the University of Michigan Law School, where he was the Note Editor for the Michigan Law Review.
Disputes Involving Closely Held Companies (ARCHIVED 2015 EDITION)
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