As of January 1, 2024, the federal Corporate Transparency Act of 2024 (“CTA”) requires many small and medium-sized businesses to file a report with the United States Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”). The report must contain general information about the company and its formation, plus personally identifiable beneficial owner information (“BOI”). A “beneficial owner” is someone who either directly or indirectly has substantial control of the company or directly or indirectly owns or controls 25% or more of the company. This is a very broad definition and ..read more

Clients often wonder whether they can restrict a consultant, independent sales representative, or other independent contractor from working for a competitor after the independent contractor agreement has terminated. In Illinois, if a company grants its employee access to trade secrets or other confidential information, then the company often seeks to use restrictive covenants (e.g., non-compete or non-solicitation clauses) to restrict that person from joining a competitor or otherwise using the company’s confidential information and trade secrets to unfairly compete. Those covenants are often ..read more

An officer or executive employee of a company usurps a business opportunity or misuses funds.  Most clients assume this is an open-and-shut case of breach of fiduciary duty.  Two recent decisions from the Illinois Court of Appeals serve as a reminder that proving damages in breach of fiduciary duty cases is rarely so simple. In one lawsuit, the plaintiff presented what seemed to be a clear breach of fiduciary duty case.  See Tufo v. Tufo, 2021 IL App (1st) 192251.  The defendant engaged in a series of questionable conduct, including diverting opportunities to a separate bus ..read more

What distinguishes you from other commercial rivals competing for business across the Chicago metro area? Sustained business tenure and profitability for any Chicagoland enterprise owes to a combination of interrelated factors. If you are successful, you undoubtedly know the local markets. You have a strong and loyal customer base and know how to work well with parties like suppliers, vendors, finance principals, local officials, tax authorities and additional parties. Your company’s routine interactions with employees are essentially positive and productive. You proactively address and respon ..read more

When the documents addressing corporate governance and ownership are not clear, disputes inevitably follow. That is what happened to a successful technology company based in DuPage County.  A high-level executive left for new opportunities and shortly after claimed he actually owned 33% of the company. The claims jeopardized the business and its owners. Following a week-long bench trial, Tomlinson & Shapiro attorneys Michael Shapiro, Michael Tomlinson, and Elizabeth Gomez won a ruling declaring that the former executive had no ownership interest in the company.The post Tomlinson & ..read more

Cyber security threats lurk in all aspects of modern business.  It is important to have knowledgeable counsel when a problem develops. Recently, one of our clients had their email hacked in an attempt to misdirect hundreds of thousands of dollars of customer payments. Tomlinson & Shapiro quickly filed suit in federal court under the Computer Fraud and Abuse Act, obtaining a temporary restraining order to freeze the fraudulent bank accounts.The post Tomlinson & Shapiro Wins Temporary Restraining Order Freezing Bank Accounts first appeared on Tomlinson & Shapiro, P.C ..read more

Running a business during the COVID-19 pandemic is difficult – and made even more so with the entry, stay, repeal, and revision of government-implemented regulations. On November 5, 2021, the Occupational Safety and Health Administration (“OSHA”) published an Emergency Temporary Standard (“ETS”) that employers with 100 or more employees (with some exceptions) must require COVID-19 vaccinations or regular testing and masks for its employees, among other things. (OSHA’s COVID–19 Vaccination and Testing; ETS, 86 Fed. Reg. 61402.) OSHA has withdrawn this ETS, effective as of January 26, 2022, foll ..read more

Tomlinson & Shapiro is excited to announce that Carly Grant has joined the firm as Of Counsel effective January 2022. Carly’s practice includes a wide range of business services, focusing on forming entities, drafting contracts, creating policies, protecting intellectual property, and general business counseling. She also provides support for the firm’s litigation matters. Prior to joining to Tomlinson & Shapiro, Carly was a litigator in New York handling a wide range of business disputes. She also clerked for two federal judges in the Southern District of New York. We could not be hap ..read more

It is easy for a company to claim to have the exclusive right to distribute products in certain territories; however, it is much more difficult to plead and prove such claims. Often, companies claim exclusive sales territories without a legal basis to do so in an attempt to scare off lawful competition. That is what happened to one of our clients recently, a nation-wide distributor of specialized snack products. A competing distributor filed a lawsuit in the United States District Court for the Northern District of Illinois alleging intentional interference with prospective economic advantage ..read more

Certain positions within an organization require the disclosure of proprietary information that, if leaked, could potentially harm a company’s future. In situations like these, a non-compete agreement can help protect business interests. Meanwhile, experience can be extremely valuable. Although employees may have a non-disclosure agreement in place, competitors often seek out workers with the knowledge base and skillsets that could benefit their growth. However, are non-compete and non-disclosure contracts adequate restrictions? Certain boundaries may be necessary Protecting trade secrets is a ..read more