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Steve Proctor works with clients in negotiating, drafting and closing domestic and international agreements, such as sales, finance, security and intercreditor agreements. Steve’s experience includes capital goods sales and finance, sales and purchase agreements, corporate reorganizations, mergers and acquisitions, and entity formation. An Illinois “Super Lawyer” in his fourth decade of practice, Steve remains personally dedicated to understanding each client’s unique needs and specific cultural and commercial perspectives.

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Prior to the law, Steve served in the U.S. Army, including service in Korea. He also lived and worked in Japan, where he studied Japanese language and culture extensively. As a result, the majority of Steve’s clients are Japanese companies doing business in the U.S. who appreciate that Steve actually lived in Japan and is well-versed in their cultural nuances and often distinct way of doing business.

As Vice Chair of the firm’s Corporate, Finance & Acquisitions practice and a member of the Commercial, Competition & Trade group, Steve is listed as a “Leading Lawyer” in the areas of International Business and Trade Law and Closely and Privately Held Business Law. Steve has been published in The Practical Lawyer, Illinois Bar Journal, Lexology, Law360 and The Licensing Journal on topics such as sales contracts, corporate management, contract interpretation and enforcement, arbitration and employment law.

Steve served the community through Chicago Volunteer Legal Services for decades, first at the Hull House Legal Clinic and then at the Asian Human Services Legal Clinic in Chicago. He also volunteers at Citizenship Workshops sponsored by World Relief to interview and screen applicants for naturalization to become U.S. citizens, as well as volunteers at a local homeless shelter. Notably, Steve has been recognized for his dedication to the community with multiple volunteer awards.

Practice Areas

Education

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

Admissions

  • Illinois
  • Kentucky
  • Ohio
  • U.S. District Court, Northern District of Illinois

Languages

  • Japanese
.
Experience

Experience

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.

Memberships

Memberships

American Bar Association
Illinois State Bar Association
Professional Activities
Legal Updates/Client Advisories
Another Release Unsuccessfully Attacked by Releasing Party
In our update of January 2, 2018, we reported on a 7th Circuit case in which the releasing party, ADM, unsuccessfully tried to overcome the…
Challenger to Arbitration Award in More Trouble
In our December 4, 2017 Commercial, Competition & Trade Update, we discussed a recent 7th Circuit case in which the losing party in an…
Termination and Settlement Agreement is Really Final, In Spite of Efforts to Overturn
Most parties which conclude a release and settlement, or similar, agreement would probably expect the agreement to be final. According to a…
Another Failed Effort to Overturn Arbitration Award
In several previous Risk Management Updates, we have reported on losing parties' challenges to an arbitration award. While challenging an…
Fraudster and Victim Both Fail to Shift Loss
Anyone faced with a claim or a loss will look for someone else to pay the claim or bear the loss. In an interesting decision from the 7th…
Dealer's $6.5 Million Judgement Against Supplier Reversed Under Indiana Franchise Law
Courts and lawyers must deal with ambiguous statutes all the time. But Judge Wood's frustration with the Indiana Deceptive Franchise…
Another Illinois Case Decides When an Asset Purchaser is Responsible for Liabilities as a Mere Continuation of the Seller
In our Risk Management Update of December 23, 2015, we discussed an Illinois case that had to decide when a successor entity purchasing the…
Effects of Assignor's Bankruptcy on Assignment of Payment Stream
In a May 2, 2017 decision, the Sixth Circuit Court of Appeals decided the fate of a stream of rental payments from the bankrupt owner of a…
Employer Outsmarts Itself and Loses Over $5 Million
Juanita Berry worked as Vice President of Major Accounts for Telamon Corporation, an Indiana telecommunications company. Using her…
Scam Targeting Attorneys Causes Big Loss To Bank
As many attorneys know, attorneys have been the frequent target of scams, such as those promising a big fee to assist in transferring funds…
Judges Clash in Overturning Arbitration Awards
The debate about arbitration vs. litigation goes on, with partisans both for and against. One argument used by both sides is the finality…
Despite (or Because of) Extensive Negotiations, No Contract and No Promissory Estoppel
A common scenario involves two parties involved in intense and prolonged negotiations that one party feels resulted in an enforceable…
Giving Up What You Are Entitled To
There were two recent cases from the 7th Circuit Court of Appeals, one on May 16 and one on May 17. The parties, judges, and areas of law…
End-User Makes End-Run to Sue Manufacturer/Supplier of Competing Product
One of the issues to be negotiated in a distributorship agreement is the allocation between the manufacturer and the distributor of risks…
Another Corporate Veil Piercing Case – Sham Transactions Make Affiliates and Individuals Vulnerable
Suddenly courts in Illinois are issuing corporate veil piercing decisions. In our last update, we highlighted an Illinois Court of Appeals…
Extreme Example of "Piercing Corporate Veil"
It is standard legal advice for business lawyers to tell their clients to avoid claims of "piercing the corporate veil" by respecting the…
Trademark Infringement Suit That Should Not Have Been
Often trademark infringement suits result from the unanticipated intersection of two apparently unrelated products or services. Sometimes…
"Mere Continuation" Doctrine Applied to Transfer Liability to Successor Entity
It is an often-cited principle that an entity that purchases the assets of another entity is not liable for the debts and liabilities of…
Requirements Contract or Not? Courts Disagree
A contract for the sale of goods should state a quantity to be enforceable. (Uniform Commercial Code Article 2-201). Article 2 of the UCC…
Contract Says Terminable on 30 Days' Notice – But Court Says, Not Really
A recent case from the 7th Circuit Court of Appeals discussed an interesting issue of contract interpretation of termination provisions…
Be Careful Who You Contract with and Who You Don't Contract with – Non-Party Not Bound
Northbound Group, Inc. generated and sold life insurance leads under the brand name "Leadbot." It was fairly successful in the late 1990s…
Update: Bad Faith Negotiation or Hard Bargaining? Turns Out to Be Hard Bargaining
In an August 3, 2011 Business Update, we reported on a 7th Circuit decision which a thwarted purchaser of a business sued to recover a…
Dissatisfied Buyer Loses $2.7 Million on "Economic Loss" Doctrine
Child Craft, LLC (also known as Harrison Manufacturing, LLC) manufactured furniture for young children and infants. One of its key…
Wisconsin Dairy Equipment Manufacturer Gets Milked By Court
BouMatic is a Wisconsin dairy equipment manufacturer. Tilstra Dairy Equipment was its dealer in southwestern Ontario. BouMatic was not…
Contract With One-Sided Termination Enforced – Not a Perpetual Contract
In an earlier Risk Management Update, we reported on an Illinois case in which the court declined to enforce what it considered to be a…
Business Owner Loses $30 Million Through Lack of Due Diligence
William Carlson was a successful businessman. Carlson was the owner of Willis Capital LLC, through which he founded Belvedere Trading LLC…
"Exclusive" is a Dangerous Word to Use in Agreement
Many sales and distribution agreements purport to grant "exclusive" rights to a distributor or sales representative. A recent 7th Circuit…
Confidentiality Agreement Not Enough to Protect Confidential Information
Confidentiality agreements have become routine as a part of conducting business. Parties frequently exchange confidentiality agreements, or…
Seventh Circuit Strikes Down Another Arbitration Provision
In an earlier Update, we reported on a 7th Circuit Federal Court of Appeals case that struck down an arbitration provision. (Deborah…
Court Strikes Down Bogus Arbitration Provision
Courts generally bend over backwards to enforce a freely negotiated arbitration provision, especially between commercial parties. But a…
Parties Held To Contract; Investor In Distressed Loans Loses Chance At Windfall
Courts, especially the 7th Circuit Court of Appeals, are noted for holding parties to the terms of their contract, particularly…
Fictional "Clean Slate" Computer Program Used In Batman Movie Is Not Infringing Existing Trademark
A recent decision of the 7th Circuit Court of Appeals discussed the concept of "confusion" with respect to an unusual trademark…
Conan Doyle's Estate's "Quixotic" Efforts to Prevent Publication of Sherlock Holmes Book
A recent case from the 7th Circuit Court of Appeals illustrates the time and expense required to respond to even a non-meritorious claim of…
Case Again Illustrates Importance of Terms and Conditions Especially Choice of Law – Seller May Lose Chance to Claim Interest and Attorneys' Fees
VLM Food Trading International, Inc. (VLM) was a Canadian agricultural supplier. One of its customers was Illinois Trading Company…
Borrower Escapes, But Guarantor Does Not, on $17 Million Debt
In a recent Risk Management Update, we reported on an Illinois case in which Michael Finley, former NBA star, avoided liability on his…
Another Case Where Freedom of Contract Goes Too Far – A Perpetual Contract
In an earlier Risk Management Update, we reported on a case in which a court refused to enforce what it perceived as an unenforceable…
Illinois Court Either Confirms or Limits Scope of Illinois Sales Representative Statute
The Illinois Sales Representative Act (820 ILCS 120/0.01 et. seq.) ("Act") is intentionally very favorable to sales representatives. It…
Freedom of Contract Goes Too Far - $4.3 Million Escrow is Not Liquidated Damages, But Unenforceable Penalty
One of the principals courts repeatedly cite is that of freedom of contract. For example, in a recent Risk Management Update, we discussed…
Claimant Loses Big Jury Verdict Award of $1.1 Million by Waiving and Not Pursuing Damage Theory
Dr. Aristo Vojdani was the owner of Immunosciences Lab, Inc. In June 2007, Dr. Vojdani and Immunosciences (referred to for convenience as…
"Fiasco" Creates "Peculiar Case" – Unpaid Creditor Loses Chance for Summary Judgment
A common scenario in which a bank offered a line of credit based on a daily cash collateral report created a "peculiar case" which the…
Slow Creditor Loses Out on Chance to Collect $8 Million
There are cases when creditors, who are rarely favored with the passage of time, wait far too long to collect their debt. An example of a…
Protecting "Cracker Barrel" Trademark: Kraft Foods Has Good Week, Starbucks and Cracker Barrel Do Not
As was widely reported, on November 12, Kraft Foods won a $2.23 billion arbitration award against Starbucks arising from Starbucks' early…
Warning to Corporate Plaintiffs: Beware of Suing in a State Where you are Not Qualified
Corporations are created under state law. A corporation created under the law of one state can transact business in another (foreign)…
When Does Competition Become Tortious Interference?
It is common for parties who feel injured when the other party breaches its contract to claim damages. Of course, the most likely target is…
Former NBA Star Has to Take His Game to Another Level – Appeals Court Refuses to Enforce NBA Star's Personal Guaranty
Tim Grover is a celebrity athletic trainer whose clients have included Michael Jordan, Dwayne Wade, Scottie Pippen and other current and…
Limitation of Liability Contract Provision Enforced – Hotel Owner Loses $4.1 Million
It is common for a contract to include provisions that allocate risks and liabilities among the parties. These could range from a complete…
Effort to Reverse Arbitration Award Fails
In a recent Risk Management Update, we described the "arbitration from hell" in which the 6th Circuit Court of Appeals reversed and vacated…
The Arbitration from Hell
Supporters of arbitration as a form of dispute resolution point to its many advantages. These include quicker resolution, finality and use…
Lessons for Secured Creditors in Recent Decision
A recent Seventh Circuit decision authored by Judge Posner offers several lessons for secured creditors competing over the same collateral…
Forum Selection Clause Enforces "Home Court" Advantage
As playoff season approaches in professional football, basketball and other sports, teams will compete for "home court" advantage. Most…
Without a License, Distributor Not Franchisee, Says New Jersey Federal Court
One of the banes of a commercial lawyer is the distinction between an ordinary distributorship and a "franchise" under state law. Most…
Risks and Rewards of Sales Requirements in Distributor and Sales Representative Agreements
Suppliers, when appointing a distributor or a sales representative, will often want to include minimum sales requirements. These…
Written Sales Representative Agreement Succeeds in Limiting Commissions of Terminated Representative
It is common for manufacturers and sellers of products to use independent sales representatives to generate sales. These arrangements can…
Statute of Frauds Defense Fails Based on Course of Dealing
The statute of frauds requires certain contracts to be evidenced by a writing to be enforceable. It is based on an English statute from the…
Business Update: Action to "Pierce Corporate Veil" Fails – Another Creditor Spurned
The 7th Circuit has again left a disappointed creditor with no recourse because of the creditor's failure to do basic investigation or take…
Distinctions

Distinctions

  • 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