When Majority Owners Turn on Their Partners In closely held corporations and limited-liability companies, majority owners sometimes forget that they owe duties to their partners. We see the same pattern again and again: a founder who built a business is gradually cut out of key decisions, denied access to financial…
The Dream of Owning a Business — and the Nightmare That Followed Some of our business clients come to us after realizing that the dream business they purchased is nothing like what they were sold. One of our current matters involves a small investor who purchased a business after reviewing…
Why Forensic Accounting Matters in Complex Business Fraud Civil RICO and serious breach-of-fiduciary-duty cases live and die by the numbers. It is not enough to allege that a business partner or investment promoter “took money”; you have to show how funds moved, which entities were involved, and how those transactions…
Summary: Law firms and professional companies are businesses too. When lawyer‑owners divert funds, freeze out a co‑owner, or weaponize firm control, a derivative suit or oppression claim can be the right tool—if you respect both corporate law and the professional‑ethics overlay. Typical patterns we see: Unilateral transfers disguised as “distributions”…
Under the Illinois Uniform Partnership Act (IUPA), all partners are liable for any wrongful act or omission by any partner (In re Keck, Mahin & Cate, 274 B.R. 740 (2002)), (Bane v. Ferguson, 707 F.Supp. 988 (1989)). This includes acts that occur in the ordinary course of the partnership’s business or are…
The elements required to establish a joint venture are broadly consistent across the search results. They include: 1. An express or implied agreement to carry on an enterprise (805 ILCS 206/202), (Ambuul v. Swanson, 162 Ill.App.3d 1065 (1987)), (Yokel v. Hite, 348 Ill.App.3d 703 (2004)). 2. A manifestation of intent by the parties…
Under Illinois law, defenses for a partner accused of breaching fiduciary duties to the partnership and his other partners can be varied and nuanced (LID Associates v. Dolan, 324 Ill.App.3d 1047 (2001)), (Pielet v. Hiffman, 407 Ill.App.3d 788 (2011)). Here are some potential defenses: 1. Compliance with Partnership Agreement: A partner who…
To protect beneficiaries in Illinois estates from breaches of fiduciary duty by the administrator, several measures can be taken based on the duties and responsibilities outlined in the relevant laws and cases. Firstly, it’s important to establish that the relationship between an executor or administrator and a beneficiary is that…
In Illinois, the protections for minority shareholders or LLC members from breaches of fiduciary duty in closely held companies can be found in a combination of statutory provisions and case law. Firstly, the Illinois Limited Liability Company Act (805 ILCS 180/15-3) specifies that a member of a manager-managed LLC does…
Choosing the right law firm to protect your minority interests in a closely held company is crucial, particularly when it comes to addressing breaches of fiduciary duty. DiTommaso Lubin is a firm that you might consider for several reasons: Concentration in Business Litigation: Firms like DiTommaso Lubin that concentrate in…