Stephen M. Proctor

Principal, Schaumburg
Phone: 847.734.8811

Steve Proctor is Vice-Chair of the firm's Business Group and a member of the Distribution and Sales Group. He prepares and negotiates sale and purchase agreements; financing agreements; and security, loan and inter-creditor agreements. He also advises clients on the sale, financing, securing and repossessing of collateral, including inventory and equipment, under the Uniform Commercial Code (UCC).

Mr. Proctor has counseled numerous clients in establishing operations in the U.S., corporate reorganizations; mergers, divestitures and acquisitions; and entity formation.

In addition, Mr. Proctor works with clients to protect their intellectual property, including the preparation, review and negotiation of intellectual property license and nondisclosure agreements.

Mr. Proctor is a frequent author and has written several publications for legal journals, such as The Practical Lawyer, Illinois Bar Journal, Lexology, Law360, and The Licensing Journal. His articles have addressed topics like sales contracts, corporate documents, contract interpretation, arbitration, and employment law. In 2015, Mr. Proctor was selected as a Leading Lawyer in the areas of International Business and Trade Law and of Closely and Privately Held Business Law. He was named the winner of the 2010 Lexology Legal Writing Award in the category for Author of the Year for U.S. Company & Commercial Law.

Mr. Proctor has served the community through Chicago Volunteer Legal Services since 1985, first at the Hull House Legal Clinic and then at the Asian Human Services Legal Clinic in Chicago. He was recognized for his volunteer work by being awarded the 1991 Chicago Volunteer Legal Services Distinguished Service Award; the 1995 Asian American Bar Association Community Service Award; and the 2006 Chicago Volunteer Legal Services Distinguished Service Award. Mr. Proctor also volunteers at Naturalization Workshops sponsored by World Relief to interview and screen applicants for naturalization to become U.S. citizens.

Prior to his legal career, Mr. Proctor served in the United States Army from 1970 to 1973, including service in Korea from 1970 to 1972. He also lived and worked in Japan from 1977 to 1979, where he studied Japanese language and culture.


Representative Matters

  • Assisted a foreign investor in the acquisition of a minority interest in a Chicago based Internet services company including licensing and joint development.

  • Counseled a major Japanese company in the formation and acquisition of a majority interest in a manufacturing joint venture.

  • Guided sellers in the sale of their family owned business sold to a strategic buyer for more than $100 million.

  • Represented sellers in the negotiation and sale of industrial and capital goods equipment worth a value of tens of millions of dollars.

  • Counseled a Japanese industrial company in the divestiture of two subsidiaries for $60 million, involving intellectual property, securities, employment, licensing, and asset valuation issues.

  • Represented several sellers negotiating vendor equipment finance program agreements.

  • Guided several suppliers and purchasers in the negotiation of international equipment supply agreements and master purchase agreements

  • Negotiated and concluded a software application service providers' software services and implementation agreements.

  • Negotiated and closed a successful joint venture in the material handling industry.

Practice Areas


  • Japanese


  • Indiana University School of Law, J.D., cum laude, 1982
  • Indiana University, B.A. History and Japanese, with high distinction, 1977


  • Illinois
  • Kentucky
  • Ohio
  • U.S. District Court for the Northern District of Illinois

Professional Activities

  • American Bar Association
  • Illinois State Bar Association


  • Illinois Super Lawyers, 2005-2006, 2017
  • Leading Lawyers, 2015-2018
  • Recipient of World Relief Chicago Jerry T. Comer Good Neighbor Award, 2017
  • Recipient of Lexology Legal Writing Award Winner, 2010
  • Recipient of Asian American Bar Association Outstanding Community Service Award, 1995
  • Recipient of Chicago Volunteer Legal Services Distinguished Service Award, 1991 and 2006