Author Archives: montemann9

In Which Court?

An involuntary judicial dissolution is one of the most powerful tools available to a lawyer advising a client seeking a business divorce. Once the client decides to pursue an involuntary judicial dissolution, an attorney’s first question should be: in which … Continue reading

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Dissolution and the End of Partners’ Fiduciary Duties

Sirazi v. Panda Express, Inc., No. 08 C 2345, 2011 WL 6182424 (N.D. Ill. Dec. 13, 2011), affirms that “[t]he partnership relationship does not extend to all affairs and transactions between the partners . . . and when the partners … Continue reading

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Know the Dissolution Provisions of Your Partnership Agreement

The outcome in Estate of Webster v. Thomas, 2013 IL App (5th) 120121-U, illustrates the importance of business partners’ knowing and complying with the dissolution provisions of their partnership agreement. The partnership agreement in Estate of Webster provided that the … Continue reading

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Can an LLC Sue or Be Sued Based on Events That Occurred When It Was Dissolved?

According to at least one Illinois Appellate Court, an LLC can sue or be sued based on events that occurred when it was dissolved if the LLC is later reinstated. In Revolution Madison, LLC v. Eccles, 2015 IL App (2d) … Continue reading

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Dissolved Corporations and the Survival Statute: Basics That Closely-Held Corporations Should Know

Section 12.80 of the Business Corporation Act of 1983, 805 ILCS 5/12.80, is often called the “Survival Statute.”  The Survival Statute not only sets a five-year limit for filing claims against or on behalf of a dissolved corporation, but also … Continue reading

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Can the Bankruptcy of One Partner Force the Dissolution of A Partnership?  

A recent decision under Illinois law addresses the issue of whether one partner’s bankruptcy can force the dissolution of an Illinois partnership.  Like so many other things under the law, the answer is:  It depends. In Sullivan v. Mathew, 2015 … Continue reading

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Charging Orders and Illinois LLCs

When most states passed LLC acts in the 1990s, it was widely believed that LLCs would provide excellent asset protection because any judgment creditor would be limited to getting a “charging order,” under which the most a creditor could do … Continue reading

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Fiduciary Duty Modifications

When it comes to Illinois LLCs, one member’s allegation that the LLC’s manager has breached its fiduciary duty can quickly spiral into a full-blown claim for judicial dissolution, i.e., a business divorce.  Link. Illinois LLCs are materially different than Illinois … Continue reading

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The Market Approach to Valuation

The market approach to valuation, which is sometimes called “comparative company analysis,” compares the target company to the operations and values of publicly traded companies of comparable size, growth, characteristics, industry, market area, profitability and overall financial condition. The market … Continue reading

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The Asset Value Approach to Valuation

The prior post discussed the discounted cash flow (“DCF”) method of valuation.  A business also may be valued based on the net value of its assets.  This is sometimes called the “book value” or “net asset value” of a business, … Continue reading

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