Illinois Corporate Practice and Forms: The Seyfarth Shaw Manual

Suzanne L. Saxman, Esquire, a partner in the Chicago office of Seyfarth Shaw LLP and Chair of Seyfarth’s Mergers & Acquisitions practice group, concentrates her practice in mergers and acquisitions, commercial transactions, and general corporate matters. Ms. Saxman counsels clients—from entrepreneurs and start-ups to large privately held companies—through each phase of growth, during times of economic prosperity and economic downturn. She advises on the ideal form of organization, business plans, equity and stockholder agreements, commercial transactions, and exit strategies, and has extensive experience resolving owner disputes and negotiating settlements.

Ms. Saxman represents clients in mergers and acquisitions and other business development opportunities such as marketing, distribution and licensing agreements, and joint ventures, and also strategizes on the business and legal aspects of negotiating transactions and corporate governance. She also represents clients on the purchase and sale of distressed assets, and works with clients across many industries including manufacturing, distribution, gaming, alternative energy and clean tech, business and professional services, construction, and packaging. She handles matters “in scale” and uses her project management skills to deliver services on time and on budget.

Ms. Saxman received her B.A. from the University of Michigan (with honors) and her J.D. from the University of Illinois College of Law (with honors) where she was also a Topics Editor and Member of the University of Illinois Law Review.

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SUMMARY TABLE OF CONTENTS

Chapter 1: How to Use This Work — Summary of Terms, Abbreviations and Conventions

Chapter 2: When to Select Illinois

Chapter 3: The Forms — Suggestions for Their Use, Our Drafting Approach and Philosophy for Drafting Agreements

Chapter 4: Overview of the Law

Chapter 5: Secretary of State Official Forms and Filing Procedures

Chapter 6: The Incorporation Process

Chapter 7: Articles of Incorporation

Chapter 8: Capital Stock Generally and Common Stock Provisions

Chapter 9: Preferred Stock Provisions

Chapter 10: By-laws

Chapter 11: The Board of Directors and Officers

Chapter 12: Shareholder Matters

Chapter 13: Minutes and Resolutions

Chapter 14: Amendment of Articles of Incorporation

Chapter 15: Dissolution

Chapter 16: Meetings of Shareholders

Chapter 17: Share Certificates and Uncertificated Shares

Chapter 18: Foreign Corporations

Chapter 19: Not-for-Profit Corporations

Chapter 19A: Benefit Corporations

Chapter 20: Statutory Close Corporations

Chapter 21: Execution of Corporate Documents

Chapter 22: Alternative Dispute Resolution and Arbitration Provisions in Corporate Governance Documents

Chapter 23: Representations and Warranties

Chapter 24: Mergers, Consolidations, Asset Sales, Share Exchanges and Business Combinations Generally

Chapter 25: Acquisition Forms Generally

Chapter 26: Stock Purchase Agreement — Long Form

Chapter 27: Asset Purchase Agreement — Long Form

Chapter 28: Dissenters’ Rights

Chapter 29: Shareholders’ Agreements

Chapter 30: Employment Agreements

Chapter 31: Equity Compensation Plans

Chapter 32: Stock Purchase Warrants

Chapter 33: Voting Trusts

Chapter 34: Registration Rights Agreements — Variables and Practical Considerations

Chapter 35: Final and Formal Agreement Provisions

Chapter 36: Letters of Intent

Chapter 37: Confidentiality Agreements

Chapter 38: Standstill, Lock-Up, No-Shopping and Go-Shopping Agreements

Chapter 39: Conducting Sweepstakes and Related Promotions in Illinois

Chapter 40: Antidilution Adjustments

Chapter 41: The Public Offering Process

Chapter 42: Consequences of Public Ownership

Chapter 43: Capital Raising in Private Placements

Chapter 44: Dividend Reinvestment and Stock Purchase Plans

Chapter 45: Debt Instruments

Chapter 46: Trademarks

Chapter 47: Trade Secrets and Employee Patent Act

Chapter 48: Corporate Compliance and Record Retention

Chapter 49: Illinois Franchise Taxes and Corporate Income Taxes

Chapter 50: The Certification of Disadvantaged Business Enterprises Under the Illinois Unified Certification Program