Illinois Corporate Legal Questions

"Consideration" mean something of value that is given in exchange for something else of value. In the context of corporate stock, consideration means the capital contribution that has been made in exchange for the stock. This, in turn, will have other ramifications, such as tax implications, as the paid in capital will set the basis and value of not only the stock but of the corporartion, itself, and that value will have implications for many other things as well. I strongly recommend that you get the advice of an attorney and an accountant to be sure that you are setting a good foundation for the business. ... Read More

To become a lawyer, you will need a four year college degree and then a law degree (juris doctorate). You undergraduate degree can be almost anything. I was an English Literature major. Many people get political science degree, but that is not a special track to law school. You simply need an undergraduate degree, and you need to have some aptitude for critical, logical thinking. I would add that you need to become a good communicator and a good writer to be a good attorney, though you do not need to be outgoing, or a good debater or be able to write a novel. You simply need to be able to communicate clearly and thoughtfully. Many people go into law school thinking they want to do this or that and end up going in a different direction. A "corporate lawyer" may mean different things to different people. It could mean "in-house counsel" for a corporation. In-house counsel work as employees of companies and work only for the company that employees them. A corporate attorney may mean working in a law firm that is hired by companies that do not have in-house counsel or to do things that in-house counsel do not do. Many in-house counsel do not do much litigation, and any litigation that a company becomes involved with is handled by attorneys in a law firm retained for that purpose. A corporate attorney may represent many small businesses (ma & pa businesses) helping people to incorporate, maintaining the corporate formalities, and advising the business on all the various things that come up from time to time in the business world - employee issues, contracts, resolving disputes, suing or defending lawsuits, etc. It is a lot of hard work. Sometimes attorneys and the law are not well understood. It can also be very rewarding and satisfying. I wish you well.... Read More

The short answer is, yes. Employers can dictate dress and appearance to a point. That point is as long as it is not unlawfully discriminatory. For instance, an employer could not impose restrictions on women that they do not impose on men. Most employee handbooks have language in them that allows the employer some leeway to impose additional workplace rules or to amend the rules. Unless you are under contract, your employment is likely at-will, meaning that you can be fired for any reason, or no reason at all, as long as it is not an unlawful reason (unlawful discrimination, in violation of the whistleblower laws, etc.). These are generalizations. There are exceptions. It all depends on how the handbook reads and other facts. Your new administrator and everyone at the facility work for the corporate employer, I assume. They dictate the rules. It sounds unfortunate in this situation that they would impose such a draconian rule without understanding the dynamics of the situation and the "color" you bring to the facility, but that is often the reality, especially with larger companies or companies that want thing "by the book". Perhaps, if you can convince the new administrator of the benefits of your colorful headdress, you might persuade the corporate office to relent. The problem, however, is that the new administrator probably does not know you well yet, and probably will not want to take the risk of "going off the farm" to protect your freedom at the risk of making the corporate office unhappy.... Read More

 It depends on whether you are buying the assets of the business or the stock of the corporation. Most small business purchases are asset purchases. When you buy the stock of the corporation, you get everything that come with it, good and bad, assets and liabilities. You step into the shoes of the selling shareholder and take over the corporation. When you do an asset purchase, you acquire only the assets and the liabilities that are identified in the contract (generally speaking). You have more control. With a stock purchase, the agreement can address unknown and unexpected liabilities, it can include warranties and representations, but enforcing the agreement may require litigation and all of the expense and time and effort associated with that. You might have to chase after the seller to seek reimbursement. Meanwhile, since you have stepped into the drivers seat of the corporation, the corporation creditors will come after the corporation, which is now yours. With an asset purchase agreement, you must put some effort into defining which assets you are acquiring and which liabilities you will take on, if any. For instance, you may choose to take over a lease for the premises where the business is located (if the lease is assignable), but you may not want to take on a three year contract for services you do not plan to use. More importantly, you do not want to take on liabilities that are unknown, like liabilities that might arise from latent defects in products sold, claims for breached contracts that have not been asserted, tort claims that have not yet been asserted, etc. There are some liabilities that will flow from the mere acquisition of all or most of the assets of a business that cannot be escaped, but there are steps you can take in the negotiation and process to acquire the assets that will help you avoid those expensive surprises. This is not an area in which a person should venture without an attorney who is experienced in these transactions. There are many, many pitfalls, especially for a buyer. It will not be cheap representation, but it will be worth it.   This answer is not intended as legal advice, and it does not create an attorney/client relationship. The answer is a statement of general principals that may or may not be relevant in your particular situation. I urge to meet with an attorney early in the process and get good guidance along the way from an experienced attorney. You want to lay a foundation for business success, and you should not short cut the process.... Read More