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

  • Represented foreign investor to acquire a minority interest in a Chicago based Internet services company that also included licensing and joint development

  • Represented family in sale of family owned business to strategic buyer for more than $100 million.

  • Represented major Japanese industrial company in creating joint venture in automotive industry.

  • Represented sellers of industrial and capital goods equipment in transaction valued in tens of millions of dollars.

  • Represented acquirer of Chicago based packaging company.

  • Represented creditor in bankruptcy of major auto parts supplier, resulting in litigation with successful recovery of amounts owed to creditor.

  • Represented Japanese industrial company in 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.

  • Represented several suppliers in international equipment supply program agreements and master purchase agreements.

  • Negotiated and implemented successful joint venture in material handling industry.

  • Negotiated and settled many employment-related disputes.

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

  • Illinois State Bar Association
  • Kentucky State Bar Association


  • Selected as a Super Lawyer, 2005-2006, 2017
  • Recognized as a Leading Lawyer, 2015-2017