Chicago Business Litigation Lawyer Blog
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:
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Unilateral transfers disguised as “distributions” or “draws.” Bank statements and ACH histories are the first stop; courts expect contemporaneous paper (or pixels) to back up allegations.
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Access choke‑points. Changing login credentials to trust accounts, practice‑management billing, or accounting software is a hallmark of a freeze‑out. Immediate injunctions can restore access and stop dissipation.
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Mixing direct and derivative claims. A lawyer‑member’s “personal” grievance is often the company’s harm in disguise. Keep the derivative and individual lanes clean to survive motions to dismiss.
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What to plead and prove:
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Derivative standing (and demand/futility). Say who controls the firm, why a demand would be futile, and what records you sought before filing.
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Statutory backbone. For LLC law practices, cite 805 ILCS 180/40‑1 (derivative actions) and the LLC Act’s fiduciary duties and information rights (15‑1, 15‑3, 15‑5). For PC/corporate forms, remember the oppression statute (12.56) and corporate records rights.
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Remedies that actually help. Courts can impose constructive trusts on misdirected funds, order real‑time access to trust‑accounting and billing systems, and enjoin further unilateral withdrawals while the case proceeds.