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lingua negoti
ling-gwuh ni-gō-tē: the language of business


Did you just borrow money in violation of the securities laws?An examination of when promissory notes are securities

Many entrepreneurs mistakenly believe that borrowing money from friends and family doesn’t involve the legal complexities that sales of stock or LLC membership interests have under the securities laws. Some of those people have learned to their regret that issuing promissory notes in these situations probably is a securities offering, and that violations of the securities laws can have disastrous effects not only for their business but for the entrepreneur personally.

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Annual adjustments to the HSR filing thresholds take effect February 28, 2018 "Size of transaction" and "size of parties" thresholds to increase; filing fees do not

Effective February 28, 2018, the minimum dollar thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and its rules and regulations will increase. The “size of transaction” threshold will increase from $80.8 million to $84.4 million.  For transactions valued at more than $84.4 million but less than $337.6 million, the “size of parties” thresholds will also increase.  Filing fees will not increase.

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The evolution of a hostile takeoverMidstates Petroleum Company sends "bear hug" letter to SandRidge Energy

In a series of interviews with Energy Intelligence Group’s Oil Daily, Chris Hewitt analyzes the corporate governance implications of the actions taken by the board of directors of SandRidge Energy leading up to Midstates Petroleum Company's unsolicited offer to buy SandRidge.

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Jayne Juvan coauthors "A Guide to the Evolving Executive Compensation Landscape" for Bloomberg Law

In A Guide to the Evolving Executive Compensation Landscape published by Bloomberg Law, Jayne Juvan and coauthors Ellen Grady and Bruce Dravis provide a comprehensive discussion of the regulatory regime applicable to compensation programs for corporate officers and directors.

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Should parties to a purchase agreement be allowed to lie to each other?Scoping out the contours of extra-contractual fraud claims

Ever since then-Vice Chancellor Strine penned his seminal opinion in Abry Partners V LP v. F&W Acquisition LLC, 891 A. 2d 1032 (Del. Ch. 2006), the law on fraud in Delaware regarding purchase agreements has been clear, at least in the following three respects. Sellers are permitted to limit their liability for an unintentional false representation. Sellers are not permitted to limit their liability for intentionally misrepresenting a fact embodied in the contract. Sellers are permitted to limit their liability for extra-contractual representations.

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Books and records requestsA 19th century request becomes a 21st century litigation tool

In a feature article for the CMBA Bar Journal, Jon W. Oebker examines how the century old right of shareholders to inspect corporate records is used as a modern day litigation tool. The article is available online here.

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Is representation and warranty insurance really all that?

Famed British motivational speaker and business coach Rasheed Ogunlaru once said, “Unlike sport, in business the win-win is the best possible score.” In an M&A transaction, representation and warranty insurance can provide a buyer and seller a win-win by giving the buyer adequate financial security for any indemnification claims while minimizing the seller’s exposure and opportunity cost related to such claims.

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Missed Form D filings: Are there consequences to operating in stealth mode?

Private companies, especially companies receiving venture capital, often prefer to keep their financial information confidential. To that end, some executives desire avoid making public filings with regulators whenever possible. But when a company uses Regulation D to sell securities that are exempt from the Securities Act of 1933 (an exemption commonly used when raising venture capital), the company must report the offering to the SEC in a public document known as Form D. The desire for privacy has led to some companies deciding to not file Form D based on the incorrect assumption that the consequences will be insignificant.

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Law360 quotes Jayne Juvan on health care/life sciences M&A in 2018

On January 23, Law360 quoted Jayne Juvan on the recent boom in health care and life sciences transactions. 

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Championship-caliber dealmakers understand the language of business

In their article for Crain's Cleveland Business, partners Christopher Hewitt and Jayne Juvan explain the importance building championship-caliber deal teams comprised of attorneys who understand the language of business. 

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