Proposed Amendments to Business Corporation Act. (SB 566) Senate Bill No. 566 (Halvorson-Cronin), would amend the Business Corporation Act of 1983, to redefine "paid-in capital," would change the computation of franchise tax due from domestic corporations, especially in the event of a merger or consolidation, and would codify existing practice by the office of the Secretary of State requiring Articles of Amendment rather than Statements of Correction for changes in corporate purposes, classes of shares to be authorized, and the names and addresses of initial directors and the initial Registered agent. To chart the progress of the law, including amendments, go to http://www.legis.state.il.us/legisnet/legisnet91/91gatoc.html and search for Senate Bill 566.
Joint Venturer Who Signed Confidentiality Agreement Entitled to Use Proprietary Information After Termination of Joint Venture. Technologydeveloped by joint venturers pursuant to agreement where both promised to keep proprietary information confidential could be used by plaintiff following joint venture to market own product based on product developed during joint venture. Agreement prohibited use of information given to plaintiff by defendant, not information developed by plaintiff through its own efforts. In addition, later agreement making such technology "joint property" gave plaintiff an implied license to use such joint property in its own business. Ultralite Container Corporation and Stoughton Composites, LLC, Plaintiffs-Appellees, Cross-Appellants, v. American President Lines, Limited, Defendant-Appellant, Cross-Appellee, Nos. 98-2214, 98-2371, 98-2769 & 98-2782, (March 22, 1999), http://www.kentlaw.edu/7circuit/1999/mar/98-2214.html
ERISA I - Sale of Division Means Plan Administrator Not a Fiduciary for All Seasons. Under ERISA, Defendant employer selling division not required to treat all employees same; plan administrators could decide to pay certain severance pay benefits to some and not others. Fiduciaries negotiating sale were not acting in their capacity as plan fiduciaries, and could fashion plans as they saw fit. Required exhaustion of internal appeals before ERISA action must be followed, even though individuals reviewing any appeal would be the same the individuals named as defendants in the suit. Ames, et al. vs. American National Can Co., et al, No. 97-4055, (U.S. Ct. App, 7th Cir.), (March 17, 1999), http://www.kentlaw.edu/7circuit/1999/mar/97-4055.html
ERISA II — Defendant’s Forged Loan Documents Do Not Disqualify 401(k) "Loan." Although record showed defendant forged document granting himself 100% vesting in plan and another which implemented loan program, summary judgment improper where material fact existed regarding existence of loan program in original plan. ERISA action seeking injunctive relief and return of money taken by defendants from 401(k) plan constitute action for "equitable remedies" under Sec. 501(a)(3) of ERISA, so that plaintiff entitled to attorneys fees. Spitz vs. Tepfer, et al, Nos. 97-3276 & 97-3330, (U.S. Ct. App, 7th Cir.), (March 17, 1999), http://www.kentlaw.edu/7circuit/1999/mar/97-3276.html
SBA to Provide Loans to Small Business for Y2K Remediation. The Small Business Year 2000 Readiness Act, passed 99 — 0 by the U.S. Senate, amends the Small Business Act to authorize the Small Business Administration (SBA), to: (1) guarantee loans made by eligible lenders to small businesses to address Year 2000 computer problems (Y2K problem), including repair and acquisition, consulting, and related expenses; and (2) provide relief for a substantial economic injury incurred by a small business as a direct result of Y2K problems. For a complete summary, go to http://www.senate.gov/~sbc/106bills/s314sec.html
Arbitration: AAA Replaced by Endispute In Parties’ Letter Agreement. Parties signed product licensing agreement requiring arbitration through the American Arbitration Association (AAA). After one party had filed arbitration action, parties entered into letter of agreement agreeing to transfer dispute to Endispute. Thereafter, further disputes arose, and party filing the original arbitration action disputed jurisdiction of Endispute for all controversies. The Arbitrator, and on appeal the District Court, ruled that the parties’ letter agreement was effective to transfer jurisdiction from one arbitrator to the other to interpret the product license agreement and the parties' rights and obligations under it. Amgen, Inc. v. Ortho Pharmaceutical Corp., No. 1-98-3287, 1st Dist., 2d Division (March 2, 1999). http://www.state.il.us/court/appellates/1999/1983287.htm
EEOC Guidelines for "Reasonable Accommodation" Under ADA on line. Long the subject of confusion for employers, guidelines for and examples of what constitutes "reasonable accommodation" under the ADA can now be found online at http://www.eeoc.gov/docs/accommodation.html.
Volunteer Loses Under Resource Conservation and Recovery Act. Plaintiff who filed suit under the Resource Conservation & Recovery Act (RCRA), 42 USC Sec., 6972 (a)(1)(B), could not seek restitution from Defendant for monies spent to clean up the property. Under Mehrig v. KFC Western, Inc., 516 U.S. 479 (1996),Plaintiffs choices were either to compel Defendant to clean up former gas station property, or to refrain from further polluting it. Avondale Federal Savings Bank vs. Amoco Oil Co., No. 98-2003, (U.S. Ct. App, 7th Cir.), (March 11, 1999), http://www.kentlaw.edu/7circuit/1999/mar/98-2003.html
Proposed Legislation would Provide Expedited Service for LLC, Partnership Filings. SB564 amends the State Finance Act, the Business Corporation Act of 1983, the General Not For Profit Corporation Act of 1986, the Limited Liability Company Act, and the Revised Uniform Limited Partnership Act. Among other things, it changes the name of the Corporation Division of the Office of the Secretary of State to the Department of Business Services. It provides for fees for expedited services under the Limited Liability Company Act and the Revised Uniform Limited Partnership Act, and provides that Limited Partnership Renewal filings will be timely filed if deposited in the U.S. mails, postage prepaid, before the partnership anniversary date. http://legis.state.il.us/legisnet/legisnet91/sbgroups/sbgroup6.html
Track Pending State Legislation of 91st General Assembly Online. In this legislative "rush" season, with so many bills pending in the state legislature, you might want to bookmark the following url. To see the progress of any bill in which you are interested, all you need is the number of the Bill or Resolution for the House or Senate (example: SB 564 for Senate Bill 564, or HR 1001 for House Resolution 101). This website will track amendments as they occur, and keep you advised. http://legis.state.il.us/legisnet/legismain.html