Legal News

Oliver v. Isenberg, 2019 IL App (1st) 181551-U, arose from a lawsuit among members of a once-prosperous entity known as the Combined Group, LLC (“Combined” or “the company”) over the hostile breakup of the company. The circuit court held after a bench trial that Mark Oliver, a shareholder and employee of Combined, had a fiduciary duty to the company as “manager” because he was also an officer and primary shareholder of the company’s managing member, the Combined Holding Group, Inc. (CHG)...

Under the merger doctrine, when the same person is both the creditor and the debtor with respect to a debt, that debt is extinguished. Yet, in Access Realty Group, Inc. v. Kane, No. 18-0173, 2019 IL App (1st) 180173 (Sept. 13, 2019), the Illinois...By: Novack and Macey LLP

In Illinois, a shareholder has the right to dissent from certain corporate actions such as a merger, sale of substantially all of the company’s assets or organizational changes that materially and adversely affect shareholder rights. 805 ILCS...By: Novack and Macey LLP

The Village of Fox Lake (“Village”) sought to terminate the employment of police office Russell Zander (“Zander”). At the advice of attorney Roy Carlson (“Carlson”) whose services were provided to him by the Fraternal Order of Police (the “FOP”),...By: Novack and Macey LLP

In Vision Pharma, LLC v. Sunrise Pharmaceutical, Inc., No. 2:13-cv-04692, 2018 WL 3085213 (D.N.J. June 20, 2018), the court held that despite plaintiff’s failure to formally transfer the assets of a New Jersey entity, including the rights under the...By: Novack and Macey LLP

In Allison v. Eriksson, 479 Mass. 626 (Mass. 2018), a majority LLC member undertook a merger in violation of his fiduciary duties. In a case of first impression, the Supreme Judicial Court of Massachusetts held that equitable remedies, in addition...By: Novack and Macey LLP

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. The appellate court held...By: Novack and Macey LLP

The Illinois Limited Liability Company Act (Act) permits an LLC to continue after dissolution solely to wind up its business, and only for a reasonable time. In Sienna Court Condominium Assoc. v. Champion Aluminum Corp., 2017 IL App. (1st) 143364,...By: Novack and Macey LLP

Construction Systems provided labor and material for a building project.  When the owner of the project failed to pay, Construction Systems retained the law firm FagelHaber to record a lien against the subject property.  To that end, FagelHaber...By: Novack and Macey LLP