Corporate & Commercial

While the unique and complex provisions of contracts are generally the focus of concern, discussion and negotiation, drafters also need to pay attention to the more mundane and standard terms that every contract needs. If enforcement or interpretation is needed in the future, these standard terms provide guidance to the parties, arbitrators, judges and juries.
These provisions include:

  • Contract information of all parties, attorneys and others involved.
  • Definitions of the special or unique terms and the contract’s subject.
  • Consistent terms, language, tenses and punctuation, with changes only in sections that need different treatment or interpretation.
  • Spelling out details such as


Continue Reading The Importance of Standard Contract Terms

In the business world of closely held companies in Illinois, minority shareholders often find themselves vulnerable to what is known as a “freeze out” or “squeeze out.” This blog post delves into this phenomenon, exploring what it means, how it happens, and the legal backdrop in Illinois that governs such situations.
What is a Freeze Out/Squeeze Out?
A freeze out or squeeze out occurs when majority shareholders in a closely held company engage in practices aimed at marginalizing, reducing, or eliminating the minority shareholders’ stake in the company. This can be done in various ways, such as refusing to declare
Continue Reading Understanding the Freeze Out or Squeeze Outs of Minority Owners in Illinois Closely Held Companies

Corporate Transparency Act
While Congress might have had worthwhile purposes in passing the Corporate Transparency Act, a section of the 2021 National Defense Authorization Act, it’s nonetheless unconstitutional, according to a federal judge’s summary judgment ruling in an Alabama case brought by the National Small Business Association (NSBA).
The Act requires most entities incorporated under state law to provide the U.S. Treasury Department’s criminal enforcement arm with significant personal information about their stakeholders, in an attempt to prevent money laundering, tax evasion and other financial crimes that often make use of shell corporations.
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Continue Reading Corporate Transparency Act struck down as unconstitutional

In the complex world of trade secret theft and non-compete litigation, having the right legal team on your side is critical. Lubin Austermuehle, with its strong online presence at www.thebusinesslitigators.com and www.l-a.law, stands out as a premier choice for handling these intricate legal matters. Here are compelling reasons why they should be your go-to firm:
1. Experience in Trade Secret and Non-Compete Litigation
Lubin Austermuehle has a proven track record in successfully handling trade secret theft and non-compete cases. Their deep understanding of the legal complexities in these areas ensures that they can provide effective strategies tailored to each
Continue Reading Why You Should Choose Lubin Austermuehle for Trade Secret Theft or Non-Compete Matters

“Last Thanksgiving weekend, Vivek and Carolina García Jayaram, a husband-and-wife duo of lawyers ingrained in Miami’s arts scene, were hanging out with friends who had recently moved to Miami when one person asked a perplexing question: “Was there anything even here before we all got here?”“That got us both thinking about the time that we met 20 years ago in Miami, and how vibrant the local contemporary art scene was during those years,” Vivek said. “The histories need to be told, and if they’re not told they sort of disappear.” That was the impetus of Making Miami, an ambitious
Continue Reading Remembering Making Miami

“I hope to offer viewers opportunities to tap into their own climate optimism as well as archiving moments where my queer community feels safe,
held and joyful.”

— Becca McCharen

KL

Hi Becca! Happy New Year!! Tell us a little about you, your swimwear brand Chromat, and how you started in fashion?

BM

Hiiii my name is Becca McCharen, my pronouns are they/she, I’m an artist and designer living in Miami, FL. I’m originally from Virginia, lived 10 years in Brooklyn while starting my future-forward bodywear brand Chromat before moving to Miami (my favorite place on earth!) in 2018. I’m
Continue Reading Becca McCharen / Katerina Llanes

“[Digital art] not only strengthens the connection between artists and art connoisseurs but also enables real-time communication.”

— Alex Simorré

NO

You’ve just launched Load Barcelona. For those who don’t know, it’s a first-of-its-kind, immersive digital art gallery in Barcelona featuring globally renowned artists and showcasing your state-of-the-art, screen technology and proprietary Spotify-like software for digital art. But that’s far from where you started. What were you doing a decade ago, and what led you on your current journey?

AS

I began my career at MH Diffusion, an importer and distributor of sound, lighting, and video products, at the age
Continue Reading Alex Simorré / Noah Ornstein

“It’s important to seek federal trademark and copyright registrations to secure rights and stop the rampant copycat industry from eroding carefully crafted goodwill.”

Over the past several seasons, the fashion industry witnessed the rise of “quiet luxury”—a style that emphasizes understated elegance and minimalism over ostentatious branding. This trend poses a unique challenge for fashion brands: how to differentiate their products in a subtle yet impactful (and importantly, legally protectable) way. However, there are several tools available for brands looking to maintain a visible and recognizable presence while still capitalizing on recent trends.
One solution lies in the strategic use
Continue Reading Quiet Luxury by Sam Kilb

This year, we teamed up with our pals at MSCHF and had Mark Scepi and Stomping Ground Customs give the “Super Normal” Kicks the dope ombré treatment.

VJ

Man, good to see you. Happy New Year!

JB

Happy New Year. I should be wearing the Jayaram hat that you sent me, my replacement hat, you saved my life. I’m not kidding. It’s my favorite hat.

VJ

I love it, man. You know what’s funny? I got this Mets hat on. I’m actually in New York for the next couple of days and I think that’s what drove me to wear
Continue Reading John Belcaster / Vivek Jayaram

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