Piercing Corporate Veils / Alter Ego - Business Litigation

"Piercing a corporate veil" means an individual can be personally liable in certain situations. Courts apply this equitable remedy to avoid improper use of corporate laws meant to shield innocent shareholders and to promote justice.

The doctrine of piercing the corporate veil permits liability to be imposed on individuals for acts of a corporation when two conditions are satisfied: “(1) there is such a unity of interest and ownership that the separate personalities of the corporation and the parties who compose it no longer exist, and (2) circumstances are such that adherence to the fiction of a separate corporation would promote injustice or inequitable circumstances.”

Tower Investors, LLC v. 111 East Chestnut Consultants, Inc., 371 Ill. App. 3d 1019, 1033-34 (1st Dist. 2007).

 

A ​quite recent case in Illinois holds that the first "prong" calls for a multi-faceted analysis.

 

Among the factors courts look to are:

 

(1) inadequate capitalization; (2) failure to issue stock; (3) failure to observe corporate formalities; (4) nonpayment of dividends; (5) insolvency of the debtor corporation; (6) non-functioning of the other officers or directors; (7) absence of corporate records; (8) comingling of funds); (9) diversion of assets from the corporation by or to a stockholder or other person or entity to the detriment of creditors; (10) failure to maintain arm’s-length relationships among related entities; and (11) whether, in fact, the corporation is a mere façade for the operation of the dominant stockholders.

 

Buckley v. Abuzir, 2014 IL App (1st) 130469 ¶15. (Internal citations omitted).

 

Finally, Piercing the corporate veil requires “a substantial showing that one corporation is a dummy or sham for another.” Id. at ¶12, citing In re Estate of Wallen, 262 Ill. App. 3d 61, 68 (2nd Dist. 1994).

 

You can contact me here 24/7/365 (and I really mean that as I will answer my phone) if you have any questions about what claims/rights you may have after in relation to piercing a corporate veil and/or “alter ego” and to learn how I may be able to help you who may need, or simply want, a second opinion perhaps - in particular, you will find that I listen, take your phone calls and e-mails (and even text messages--BUT NOT WHILE DRIVING!!). I would be honored to help you with your matters - large or small.

Nursing Home Abuse & Neglect - Growing Elderly Population

Our elderly population is clearly growing which directly correlates to more of our loved ones in nursing homes or similar facilities. Often an elderly person - our loved ones - are like children who need care and help with the most basic daily living activities:

 

bathing, dressing, and using a restroom. Being older brings something different though vs. a child in such care: medications have to be monitored, skin issues become more important and bones can be broken from simple falls.

 

According to statistics found here via the National Center on Elder Abuse (NCEA), "3.2 million Americans resided in nursing homes during 2008."
Neglect & Abuse of elderly can take many forms. A cause of action under the Illinois Nursing Home Care Act (the "Act") generally encompasses a nursing home - and its agents - being sued for violating the rights of a resident including the right not to be neglected as provided by the Act:
 
No resident shall be deprived of any rights, benefits or privileges guaranteed by law, the Constitution of the State of Illinois, or the Constitution of the United States, solely on account of his status as a resident of a facility. 210 ILCS 45/2-101 
 
An owner, licensee, administrator, employee or agent of a facility shall not abuse or neglect a resident. It is the duty of any facility employee or agent who becomes aware of such abuse or neglect to report it as provided in the “Abused and Neglected Long Term Care Facility Residents Reporting Act.” 210 ILCS 45/2-107 
 
"Neglect" means a failure in a facility to provide adequate medical or personal care or maintenance, which failure results in physical or mental injury to a resident or in the deterioration of a resident's physical or mental condition. 210 ILCS 45/1-117.
 
"Abuse" means any physical or mental injury or sexual assault inflicted on a resident other than that by accidental means in a facility. 210 ILCS 45/1-103.
 
"Personal Care" means assistance with meals, dressing, movement, bathing, or other personal needs, or general supervision and oversight of the physical and mental well-being of an individual, exclusive of nursing, who because of age, physical, or mental disability, emotional or behavior disorder, or mental retardation is incapable of maintaining a private, independent residence, or who is incapable of managing his person whether or not a guardian has been appointed. 210 ILCS 45/1-120.
 

You can contact me here 24/7/365 (and I really mean that as I will answer my phone) if you have any questions and to learn how I may be able to help you or your loved one who may desire to discuss these difficult and sensitive nursing home care matters - in particular, you will find that I listen, take your phone calls and e-mails (and even text messages--BUT NOT WHILE DRIVING!!). I would be honored to help you with your matters - large or small.

Workers Compensation War!

Shockingly, States are trying to "dismantle" the workers compensation system. Little do you pay attention to such laws until you get hurt at work and start the downward financial (and health) spiral because some insurance company won't pay your medical bills or lost wages (timely or at all!).

This picture represents no joke. While you may think working in an office is "safe" think again. Even as an office worker, you can fall down a flight a stairs, get hurt tripping on an "uneven" elevator or get an infection after a paper cut or stapler malfunction that gets out of control. It happens.

Workers compensation benefits are not only being slashed but arbitrary time limits are - and have been - imposed. Take action!

In a recent article - really a "study" - by ProPublica found here, ProPublica and NPR found States have been dismantling workers compensation systems and some workers have plummeted into poverty. A true travesty.

In Illinois, you have 3 years to file a claim for workers compensation or it will be forever barred but NEVER wait that long! File immediately to secure your rights and hire a lawyer to fight. 

You can contact me here 24/7/365 (and I really mean that as I will answer my phone) if you have any questions about what claims/rights you may have after a work accident and to learn how I may be able to help you or your loved one who may need, or simply want, a second opinion perhaps - in particular, you will find that I listen, take your phone calls and e-mails (and even text messages--BUT NOT WHILE DRIVING!!). I would be honored to help you with your matters - large or small.

Bankruptcy Fraud - Adversary Proceedings

Bankruptcy fraud is serious. To combat it, an "adversary complaint" is filed to civilly prosecute a debtor who is essentially trying to hide assets, or is not being forthright about a loss of assets.

You may have won a judgment against a person who then files bankruptcy or the person owes you money. You "smell a rat" and investigate and discovery that, more likely than not, that person is not telling the truth to the Federal bankruptcy judge. 

There are numerous avenues to pursue such a person. One common method under Federal law is to prove that the debtor (the person who filed bankruptcy) failed to "explain satisfactorily" before he/she is "discharged" in bankruptcy "any loss of assets or deficiency of assets to meet [his/her] liabilities." 11 U.S.C. §727(a)(5). 

This method is further explained in the "7th Circuit" (Illinois is in the Federal 7th Circuit) somewhat as follows: 

  • In re D’Agnese, 86 F.3d 732, 734-35 (7th Cir. 1996): 727(a)(5) requires the debtor to give a satisfactory explanation for the whereabouts of a debtor’s assets (emphasis in original) “The debtor's argument in this appeal depends upon her setting up a false dichotomy between explanations that are not credible and those that are satisfactory. The debtor's explanation, while not necessarily a lie, was,nevertheless, not satisfactory.” 
  • In re Costello, 299 B.R. 882 (N.D.Ill. 2003): Debtor’s explanation need not be far-reaching and comprehensive, it must consist of more than a vague, indefinite, and uncorroborated hodgepodge of financial transactions. Debtor’s explanation must satisfy two criteria: must be substantiated by documentation; and documentation must be adequate to eliminate the need for the Court to speculate as to what happened to all the assets.

An experienced litigation attorney - preferably one who understands finances and accounting - should investigate a situation for you if you believe a person who owes you money is circumventing bankruptcy principles. Timing is critical as to when to take action. Do NOT delay!

Not only am I a lawyer and true trial attorney but a CPA (accountant) who can "spot" financial fraud easily and (usually) quickly.

You can contact me here 24/7/365 (and I really mean that as I will answer my phone) if you have any questions about what claims/rights you may have after in relation to potential bankruptcy fraud and to learn how I may be able to help you who may need, or simply want, a second opinion perhaps - in particular, you will find that I listen, take your phone calls and e-mails (and even text messages--BUT NOT WHILE DRIVING!!). I would be honored to help you with your matters - large or small.

Chicago Trial Attorney: Personal Injury Matters - Car Accidents and Insurance

Effective this year, the minimum coverage is now $25,000 per person / per accident for liability auto insurance. This provides both "sides" a bit more security but it still may not be enough in many situations.

Copyright

According to the Illinois Secretary of State, this protection is one of the most significant consumer protection measures "on the books." Some of this mandatory law can be found summarized there:

Complying with the Law

You are in compliance with the mandatory insurance law if you have vehicle liability insurance in the following minimum amounts:

  • $25,000 - injury or death of one person in an accident

  • $50,000 - injury or death of more than one person in an accident

  • $20,000 - damage to property of another person

You must always carry your insurance card in your vehicle and show it upon request by any law enforcement officer. Your insurance company will send you an insurance card, usually when your insurance policy is issued or renewed.

Your signature on the Vehicle Renewal Registration Application affirms that your vehicle will be properly insured throughout the registration period.

Unfortunately, this may still not cover a situation of serious injuries and you should carry much more "underinsured motorist coverage" and be sure it applies to protect you in such unfortunate circumstances. Talk to your insurance agent - or an attorney to learn more.

You can contact me here 24/7/365 (and I really mean that as I will answer my phone) if you have any questions about what claims/rights you may have after an accident and to learn how I may be able to help you or your loved one who may need, or simply want, a second opinion perhaps - in particular, you will find that I listen, take your phone calls and e-mails (and even text messages--BUT NOT WHILE DRIVING!!). I would be honored to help you with your matters - large or small.

Chicago Trial Attorney: Personal Injury Matters - Car Accidents and Insurance

The other driver had no insurance? Not "enough" insurance? Happens ALL the time!

I get these questions daily. My clients are shocked to learn that (a) people actually drive cars with no insurance - as in 0 insurance; (b) they were hit and injured by someone with a basic policy of only $25,000.00 of coverage (the minimum in Illinois at this time); and/or (c) the other person's insurance was just "rescinded" for fraud or misrepresentation in taking out the policy (aka - again - no insurance!).

What can you do? Hopefully, you have your own coverage of at least $25,000 (again, the minimum) to start with and then we can make an "uninsured motorist claim" ("UM") claim with your own insurance if there is no insurance. Hopefully, you have much more insurance and then we can make an "underinsured motorist claim" ("UIM") claim with your own insurance company. In either event - now we will be fighting your own insurance company to recover for you.

NEVER talk to even your own insurance company or agent beyond the "duty to cooperate" and per your policy provisions and without a lawyer on the phone with you or in person!

The Illinois Department of Insurance has noted well (here you can find even more information from the Department) the numerous issues that could cause a company to cancel, rescind or refuse to renew a person's insurance at any time such as for the following:

  • you fail to pay the premium by the due date;
  • you obtained the policy through misrepresentation or fraud;
  • anyone insured on the policy violated the terms or conditions of the policy;
  • you failed to disclose fully your motor vehicle accidents and moving traffic violations for the preceding 36 months if called for in the application;
  • anyone insured on the policy made a false or fraudulent claim or knowingly helped someone else make a false or fraudulent claim;
  • you or anyone who lives in your household or customarily uses your vehicle: 
    • has had their driver’s license suspended or revoked in the past 12 months;
    • is or becomes subject to epilepsy or heart attacks, and cannot produce a physician’s certificate attesting to their unqualified ability to operate a motor vehicle safely;
    • has an accident record, conviction record (criminal or traffic), or physical or mental condition that might endanger the public safety if they operate an automobile.

Or if at any time a vehicle:

  • is so mechanically defective that its operation might endanger public safety;
  • is used in carrying passengers for hire or compensation (the use of an auto for a car pool shall not be considered use of an auto for hire or compensation);
  • is used in the business of transportation of flammables or explosives, or is an authorized emergency vehicle;
  • has changed in shape or condition during the policy period so as to increase the risk substantially; or
  • is subject to an inspection law and has not been inspected, or if inspected, has failed to qualify.

Or, if, within the past 36 months:

  • you, or anyone who lives with you or customarily uses your auto, has been addicted to the use of narcotics or other drugs;
  • you, or anyone who lives with you or customarily uses your auto, has been convicted of or forfeited bail for: 
    •  any felony;
    •  criminal negligence resulting in death, homicide or assault arising out of the operation of a motor vehicle;
    •  operating a motor vehicle while intoxicated or under the influence of drugs;
    •  intoxication while in, or about, an automobile or while having custody of an automobile;
    •  leaving the scene of an accident without stopping to report it or for theft or unlawful taking of a motor vehicle;
    •  making false statements in an application for an operator’s or chauffeur’s license.

Bottom line, make sure you hire a lawyer to "navigate these treacherous waters" immediately after an accident. You will be happy you did. It may seem easy to handle this on your own but your rights may be affected quickly and perhaps irreparably if you do not make the proper demands (arbitration), on time (statutes of limitations) or via the proper channels and per your policy provisions. An experienced automobile attorney is an absolute must. Hit and runs involve other problems. So do stolen cars being driven on the road.

You can contact me here 24/7/365 (and I really mean that as I will answer my phone) if you have any questions about what claims/rights you may have after an accident and to learn how I may be able to help you or your loved one who may need, or simply want, a second opinion perhaps - in particular, you will find that I listen, take your phone calls and e-mails (and even text messages--BUT NOT WHILE DRIVING!!). I would be honored to help you with your matters - large or small.

Chicago Trial Attorney: Personal Injury Matters - Snow can = Injuries!

Stay home when it's snowing / "blizzardy" / wet roads when it's cold out! Not worth driving to - anywhere!

Did you know these alarming statistics provided via NHTSA?:

On average, there are over 5,870,000 vehicle crashes each year. Twenty-three percent (23%) of these crashes—nearly 1,312,000—are weather-related. Weather-related crashes are defined as those crashes that occur in adverse weather (i.e., rain, sleet, snow, fog, severe crosswinds, or blowing snow/sand/debris) or on slick pavement (i.e., wet pavement, snowy/slushy pavement, or icy pavement). On average, 6,250 people are killed and over 480,000 people are injured in weather-related crashes each year. (Source: Ten-year averages from 2002 to 2012 analyzed by Booz Allen Hamilton, based on NHTSA data).

It's common sense but look at the numbers! Take this opportunity to catch up on cleaning. Read a book. Stay safe. And it's not only you on the road - it's all the others (perhaps inexperienced "snow drivers") that you have to watch out for! And, worse, somehow it seems people still can't put their cell phones down!

You can contact me here 24/7/365 (and I really mean that as I will answer my phone) if you have any questions about what claims/rights you may have after an accident and to learn how I may be able to help you or your loved one who may need, or simply want, a second opinion perhaps - in particular, you will find that I listen, take your phone calls and e-mails (and even text messages--BUT NOT WHILE DRIVING!!). I would be honored to help you with your matters - large or small.

Chicago Trial Attorney: Personal Injury Matters - Texting = Distracted Driving!

Distracted driving is a killer. Please don't text and drive!

According to the U.S. Department of Transportation, National Highway Safety Administration ("NHTSA") in a study here found that:

  • 71% of teens and young people say they have composed/sent SMS messages while driving
  • 78% of teens and young adults say they have read an SMS message while driving

According to the "Official U.S. Government Website for Distracted Driving":

Distracted driving is a dangerous epidemic on America's roadways. In 2012 alone, 3,328 were killed in distracted driving crashes.

Police officers give tickets for texting and driving for a reason. Punitive damages may be available for you if you or a loved one was injured and it can be proven that the person who hit you was texting at the time of impact/shortly before impact. An experienced attorney can assist in attempting to prove this after a thorough investigation by subpoena of phone records and billing and other evidentiary / investigatory tools. It is not an easy fact to prove due to timing of police reports and witness statements, etc. 

You can contact me here 24/7/365 (and I really mean that as I will answer my phone) if you have any questions about potential distracted driving after an accident and to learn how I may be able to help you or your loved one who may need, or simply want, a second opinion - in particular, you will find that I listen, take your phone calls and e-mails (and even text messages--BUT NOT WHILE DRIVING!!). I would be honored to help you with your matters - large or small.

Chicago Trial Attorney: Personal Injury Matters - Dangerous Roads = No Excuse!

The roads have been treacherous lately. Drive slower. Drive safer.

The U.S. Department of Transportation National Highway Safety Administration ("NHTSA") did an investigation of the long term effects of anti-lock brake systems in 2009 here. Interestingly - and logically - ABS systems are not fool proof for slippery roads. You should not rely on them - and slow down. 

In fact, based on that study by NHTSA in 2009, electronic stability control helps more:

Statistical analyses based on data for calendar years 1995 to 2007 from the Fatality Analysis Reporting System (FARS) and the General Estimates System (GES) of the National Automotive Sampling System (NASS) estimate the long-term effectiveness of antilock brake systems (ABS) for passenger cars and LTVs (light trucks and vans) subsequent to the 1995 launch of public information programs on how to use ABS correctly. ABS has close to a zero net effect on fatal crash involvements. Fatal run-off-road crashes of passenger cars increased by a statistically significant 9 percent (90% confidence bounds: 3% to 15% increase), offset by a significant 13-percent reduction in fatal collisions with pedestrians (confidence bounds: 5% to 20%) and a significant 12-percent reduction in collisions with other vehicles on wet roads (confidence bounds: 3% to 20%). ABS is quite effective in nonfatal crashes, reducing the overall crash- involvement rate by 6 percent in passenger cars (confidence bounds: 4% to 8%) and by 8 percent in LTVs (confidence bounds: 3% to 11%). The combination of electronic stability control (ESC) and ABS will prevent a large proportion of fatal and nonfatal crashes. 

Bottom line, unless you are driving a very new model car with electronic stability control (or an older one that already incorporated it), don't rely on the ABS plus such system when it's icy and slippery. Drive slower and be more alert - and put your phone down! Get home in one piece and help others do that as well.

You can contact me here 24/7/365 (and I really mean that as I will answer my phone) if you have any questions about medical bills and their complexities after an accident and to learn how I may be able to help you or your loved one who may need, or simply want, a second opinion - in particular, you will find that I listen, take your phone calls and e-mails (and even text messages--BUT NOT WHILE DRIVING!!). I would be honored to help you with your matters - large or small.

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Chicago Trial Attorney: Personal Injury & Business Litigation - Is Your Lawyer "Driven" to Pursue Excellence? Second Opinion?

Whether I take on a personal injury matter - accident, nursing home, dog bite, workers compensation or the like - or business matter (plaintiff or defense), there is one thing that NEVER goes missing: pursuit of excellence in representing my client(s). 

While attorneys cannot ethically guarantee any particular result or that they can win - one way or another - they can promise to work hard, with "drive", with passion, and in constant pursuit of excellence.

  • Is your attorney "paying attention" to the details?
  • Is your attorney investigating, researching, asking questions not only of others but of you?
  • Do you have their cell phone number to ask a question when it "pops into your mind" on a Saturday, Sunday, at night, in the early morning?
  • Does your attorney return your phone calls?
  • Maybe it's time for a second opinion?

Many clients are under the impression that small firms or solo practitioners cannot handle large matters. Perhaps not a billion-dollar worldwide "Enron-type" case - true. But large or small - what matters is collaborative approaches, dedication and persistence. Little do some clients know but I often work in teams with other lawyers, "baby-sit" other lawyers, am part of focus groups and networks for team approaches to multi-disciplined, complex commercial cases. In personal injury, I am part of the Illinois Trial Lawyers Association that work in a collegial atmosphere to aim for more thorough approaches to injury matters. We talk on a daily basis amongst each other. We work together. We read - extensively. We review new law - on a daily basis.

All of this is what you get when you retain someone such as myself. On the flip side, there are many lawyers who do not continue the daily pursuit of excellence. It is a life mission. The thought does not cross my mind to do less. When you place your legal problems in my hands - you can trust the situation, angles, and development of paths toward resolution never leave my mind. 

You can contact me here 24/7/365 (and I really mean that as I will answer my phone) if you have any questions and to learn how I may be able to help you or your loved one or a company analyze any potential legal situation - injury or business - and "map out" a strategy in relation to same or simply provide you a second opinion to help you fight every inch of the way from start to finish - in particular, you will find that I listen, take your phone calls and e-mails (and even text messages--BUT NOT WHILE DRIVING!!). I would be honored to help you with your matters - large or small.