This is the 2015 list of Members of the Institute.

Members of the Institute prepare reports, write materials for Continuing Legal Education seminars, and publish articles on topics of business law.  Many of these are available here.


Articles reprinted with permission of the Illinois Bar Journal.   Copyright by the Illinois State Bar Association.

March 2013 –  The New Illinois Benefit Corporation Act by Stephen Proctor

The new Illinois Benefit Corporation Act encourages creation of corporations that advance worthy public purposes. It also requires public accountability and disclosure.

December 2012 – ‘Sovereign’ Immunity by Michelle Nijm

Self-styled “sovereign citizens” are filing frivolous UCC filings against lawyers, judges, and others litigating against them. A new law makes that harder.

September 2012 – The Joy of Being Disregarded by Lin Hanson

Many of your Mom-and-Pop business clients will prefer the simplicity and cost savings of being a “disregarded entity” for tax purposes, which lets them file using Schedule C of their 1040 rather than a separate form for the business. How do you help them do it?

June 2012 – Shareholder Drag-Along Rights in Illinois  by Markus May

Drag-along rights let majority shareholders force others to sell at the same price and on the same terms, thereby making the shares more valuable. The author argues they are enforceable in Illinois and offers a checklist for drafting drag-along provisions.

March 2012 – Should Illinois Have A Statutory Business Trust Act? by Asalya Akhmerova and William Price

Thirty-two states have some form of business trust statute. Illinois does not. Should it?

December 2011 – Non-U.S. Corporations:  Do You Know One When You See It?  by Stephen Proctor

It’s an especially important question for lawyers and courts, because corporations are often treated differently than other business entities for federal jurisdictional purposes.

September 2011 – Post-Puelo: Liability During Administrative Dissolution by Owen Brugh and Terrence J. McConville

Under current law, LLC members and managers are protected from personal liability even after the LLC is involuntarily dissolved, a level of protection greater than that enjoyed by corporations and partnerships.  The authors explain how it works and issue a call for consistency.

June 2011 – Downsizing Shareholders’ Fiduciary Duties by Lin Hanson

The fiduciary obligations of corporate shareholders, which expanded radically with the Hagshenas case two decades ago, were controlled by an amendment to the Business Corporation Act. Here’s a brief history.

March 2011 – Recent Business Legislation and Trends: the Secretary of State’s Perspective by Michelle Nijm and Terrence J. McConville

Among other legislative changes, corporate filings now need only be made with the Secretary of State, not with counties.

December 2010 – (Asset) Buyer Beware by Sherwin Abrams

Warning to buyers of going businesses: you may be buying some of your sellers’ liabilities.  Here are some notable risks, along with steps buyers can take to protect themselves.

September 2010 – Distributions By a Business Entity – Cautions for Owners and Their Counsel  by Sherwin Abrams

Before your LLC and corporate clients pay a big distribution to their owners, make sure they aren’t opening themselves to claims from disgruntled claimants.

June 2010 – LLC Members by Default?  by Lin Hanson

Suppose an LLC member loses his or her shares to a creditor outside the company – does the creditor then stand in the former member’s shoes, complete with voting rights?  Not without other members’ consent, says the LLC Act.  Make sure you draft operating agreements accordingly.

March 2010 – Organization as Client – a Continuing Dilemma for Business Lawyers – by Stephen Proctor

Under the new ethics rules – as under the old – lawyers must take care to put directors, officers and others on notice when their interests are adverse to those of the client organization.

December 2009 – Electronic Voting for Nonprofits – by Michael Huft

Other changes to the Illinois General Not For Profit Corporation Act reduce restrictions on informal actions by members and provide more specific rules governing a member’s right to examine corporate books.


Huft, “Tax Issues For Real Estate Leasing By Tax-Exempt Organizations,”  August/September, 2009

Tax Issues Part 1

Part 2

Eisel & Hablutzel, Outline of presentation at Chicago Bar Association, Sept. 24, 2009:  Basic Introduction to Securities Law.

Full text

Proctor, “Joint Ventures,”  Materials for Seminar at Chicago Bar Association, Sept. 17, 2009.

Full text

“Official Comments Of The Advisory Committee To The Secretary of State On The Illinois Business Corporation Act of 1983.”   These Comments were prepared by the drafting committee in 1983 and were distributed to participants in the Conference sponsored by the Advisory Committee.  [55 pages in pdf, un-numbered, organized by Section number.]

Full text

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