Corporate & Commercial

Business or company formation can be extremely simple, or so complex that it requires charts to keep all the related entities straight. Most LLCs start in uncharted waters with a single member limited liability company (LLC) with minimal formation documents, Countless entrepreneurs embark on similar voyages with hope and ambition. Protect your asset early on in its life to achieve the best results.

The story begins with filing your certificate of formation, called articles of organization in some jurisdictions, with your state – typically with your Secretary of State’s office. Many only companies provide this basic state filing service for
Continue Reading LLC Formation: Key Steps for Setting Up Your Business Legally

When facing corporate oppression, selecting the right legal representation is crucial. Lubin Austermuehle stands out as a firm capable of effectively handling such complex legal matters. Here’s why you should consider them for your corporate oppression case:
1. Concentration in Corporate Law
Lubin Austermuehle possesses a deep understanding of corporate law, including the nuances of corporate oppression. Their experience in dealing with closely-held companies and understanding the dynamics of shareholder relationships positions them well to address the unique challenges of corporate oppression cases.
2. Commitment to Client Success
The firm’s commitment to delivering significant victories for their clients extends to their approach
Continue Reading Why Choose Lubin Austermuehle for Corporate Oppression Matters

Being served with a summons, subpoena, citation, claim, notice, lien or lawsuit is never good, but they cannot be ignored. As quick action is usually required, you should be prepared. Some initial steps in response to receiving one of these documents include:

  • Stay calm. Most situations are amicably resolved.
  • Docket it. Determine and calendar when a response is required.
  • Report it. Your employer, partner, attorney, accountant or insurance carrier may be better equipped to handle it and respond.
  • Get help. Hire an attorney or consult with other experienced relevant professionals.
  • Gather up. Secure all documents, and information and identify all

Continue Reading What to do if Sued

Yes, a business can be considered a consumer under the Illinois Consumer Fraud and Deceptive Business Practices Act (ICFA) and can therefore file a suit under this Act. The ICFA allows private plaintiffs, including corporations, to file a suit if they can demonstrate damage due to a violation of the Act. The Act is designed to protect consumers, borrowers, and businesses against fraud, unfair competition, and other unfair and deceptive business practices. Importantly, the Act extends its protections to business entities as well.
The term “consumer” under the ICFA is defined as any person who purchases merchandise “not for resale
Continue Reading Can a Business Sue as a Consumer Under the Illinois Consumer Fraud Act

In closely held companies, particularly LLCs and corporations with a limited number of shareholders, the issue of compensation for owners and shareholders can be a legal minefield. A significant concern arises when majority owners, often also serving as executives, award themselves excessively high salaries or compensation. This practice, while appearing to be a clever business strategy, can veer into illegality, particularly if it’s done with the intent to minimize or avoid distributions to minority owners.
Understanding the Legal Framework
The legal principles governing such practices are rooted in the fiduciary duties that majority shareholders or LLC owners owe to minority
Continue Reading Navigating Fair Compensation in Closely Held Companies: The Legal Implications of Excessive Salaries

In general, you can be sued for posting internet reviews, even if they are truthful and critical, but the likelihood of the lawsuit being successful depends on various factors. Here’s a breakdown of the legal considerations:

  • Truth as a Defense: Truth is a key defense against defamation claims. In most jurisdictions, if the statements you made in your review are true or are your genuine opinion, it’s less likely that a defamation lawsuit against you would succeed.
  • Opinion vs. Fact: Expressing an opinion is typically protected speech, but stating something as a fact that can be proven false could lead

  • Continue Reading Can I be Sued for Defamation for Posting Internet Reviews

    When a shareholder or LLC (Limited Liability Company) member faces a “freeze-out” or “squeeze-out,” they are typically being pushed out of the company’s decision-making process or their economic interests are being diminished. This can be a challenging and complex situation, requiring a careful and strategic approach. Here are some general steps that might be considered:

  • Understand Your Legal Rights and Documents: Review the company’s governing documents, such as the bylaws, shareholder agreement, or operating agreement. These documents often outline the rights and obligations of shareholders or members and may contain provisions relevant to your situation.
  • Gather Evidence: Document any actions

  • Continue Reading How Should a Minority Shareholder or LLC Member Handle a Squeeze-Out or Freeze-Out of Their Interests

    In Illinois, the situation regarding LLC minority members bringing a derivative lawsuit for member oppression is quite specific. The Illinois Limited Liability Company Act allows LLC members to file a derivative action to protect the interests of the LLC. This is particularly relevant when the LLC itself has a cause of action, but the managers or members have failed to pursue it. Such a derivative action enables members to enforce the rights of the LLC and recover damages on its behalf.

    However, it’s important to understand that a derivative action is distinct from a member oppression claim. While derivative actions
    Continue Reading In Illinois a Minority Member can Bring a Derivative Lawsuit as a LLC Member on Behalf of the LLC

    Fake internet reviews can potentially state claims for deception under Unfair, Deceptive, or Abusive Acts or Practices (UDAAP) laws. UDAAP laws are designed to protect consumers from deceptive practices by businesses, including misleading statements about products and services. This protection ensures consumer confidence, particularly in financial transactions, and it addresses unfair practices that can financially harm consumers and which they cannot reasonably avoid.
    Under these laws, if a business or service provider uses fake reviews to deceive consumers into making purchases or forms a misleading impression about their products or services, this could be construed as a violation of UDAAP.
    Continue Reading Fake Internet Reviews Can be Deceptive Practices Under UDAP Laws

    Several cases in Illinois have awarded punitive damages for auto fraud by used car dealers. One such case is “Gent v. Collinsville Volkswagen, Inc.” where the court upheld punitive damages against the dealership for fraud or gross negligence, though the award was reduced from $12,000 to $3,000 as it was deemed excessive.
    In the case “Totz v. Continental Du Page Acura”, punitive damages were awarded to the buyers for misrepresentations about the car’s condition, violating the Consumer Fraud and Deceptive Business Practices Act. This case was referred to in “Pigounakis v. Autobarn Motors”, where the court ruled that punitive damages
    Continue Reading Punitive Damages can be Awarded in Auto Fraud Cases

    Excessive management fees charged by a majority owner can potentially be the basis for a derivative lawsuit in certain circumstances. In corporate law, a derivative lawsuit is a legal action brought by shareholders on behalf of a corporation against third parties, often including insiders such as officers, directors, or controlling shareholders. The key issues in such a lawsuit typically involve allegations of breach of fiduciary duty, abuse of control, fraud, or mismanagement.
    When a majority owner charges excessive management fees, it may be construed as a breach of fiduciary duty or misuse of their position to the detriment of the
    Continue Reading Excessive Fees Can Be the Basis of a Derivative Lawsuit

    The statute of limitations that applies to a contract that is both oral and written is generally that of an oral contract. This is because if essential terms of the contract cannot be fully ascertained from the written contract itself and require oral evidence to be complete, it is treated as an oral contract for the purposes of the statute of limitations.
    Illustratively, in Illinois, actions on written contracts are generally subject to a 10-year statute of limitations, while actions on oral contracts have a 5-year statute of limitations. Therefore, for a contract that is both oral and written, the
    Continue Reading Five Year Oral Statute of Limitations Applies to Mixed Oral or Written Contracts

    Imagine you’re at a crossroads, with two diverging paths that lead to distinct business futures. Choosing between these paths by selecting between an LLC, a C-Corp, or maybe even an S corp, can set the trajectory of your business operations and your tax rates.

    Decisions shape destinies.

    While any corporate formation will provide you with personal liability protection, your entity choice hinges on a nuanced understanding of each path’s terrain and where it leads. Hard facts combined with foresight will illuminate the route that aligns with your business vision.

    Understanding LLC Advantages

    The architecture of an LLC is inherently designed
    Continue Reading LLC or C-Corp: Making the Best Choice for Your Business

    The elements of a wrongful removal or freezing out of a partner in a business context include the following:
    1. Exclusion of a partner from participation in the business: This implies that a partner is denied the right to participate in the operations and decisions of the business [1]. For instance, actions such as serving a partner with a notice of default, stating that they are no longer a partner, removing their name from partnership tax returns, and refusing to provide them with access to partnership books, records, and information can be seen as a wrongful exclusion.
    Continue Reading Wrongfully Removing or Freezing Out a Partner

    In order to win a consumer fraud case about a rebuilt wrecked automobile or vehicle, it would be necessary to demonstrate several key points.
    1. The seller misrepresented or concealed the actual condition of the vehicle, such as by failing to disclose that the vehicle was a rebuilt wreck or had sustained significant collision damage, or by falsely advertising the vehicle’s condition or mileage. This could include selling a vehicle with a defective paint job as new, or failing to disclose known safety issues, such as the vehicle’s tendency to accelerate unintentionally.
    2. The defendant knew about the actual condition
    Continue Reading How to Win an Auto-Fraud Case Against a Used Car Dealer

    Choosing the best attorneys for a corporate oppression matter in Illinois involves considering several factors. Look for a legal team with extensive experience in corporate law and specifically in handling shareholder disputes and oppression cases. They should have a strong track record of successfully advocating for minority shareholders’ rights. Also, consider firms that offer personalized attention to understand the unique aspects of your situation and provide tailored legal strategies. It’s important to choose attorneys who are adept in both negotiation and litigation, as resolving these disputes can require a flexible approach. Firms like Lubin Austermuehle, known for their experience in
    Continue Reading Choosing the Best Law Firm to Represent You in a Corporate Oppression Matter