In their article for Ethical Boardroom, Jayne Juvan and Chris Hewitt examine the board governance paradigm in the United States and argue that it works well to encourage calculated risk taking. 

In their recent article for Bloomberg Law, Tod Northman and Daniel Schiau analyze a Tesla stockholder’s request for corporate books and records spawning out of Tesla CEO Elon Musk’s Twitter activities, over which the stockholder alleges Tesla’s Board of Directors did not exercise sufficient control. Tod and Daniel’s commentary suggests that Tesla’s actions in response to the request may have enhanced the stockholder’s claims to review the books and records. The case, which is pending in the Delaware Court of Chancery, appears to be a straightforward application of the common law “necessary and essential” test weighing in favor of disclosure.  

On May 2, Jayne Juvan moderated a panel discussion on "A Deep Dive on the Buy-Side" at Aspire 2019 in Cleveland.

In its May 2019 issue, Boardroom INSIDER quoted Bob Loesch on the hot topic of stock buy-backs and the questions board members should ask to ensure that a buy-back plan makes sense.

On April 19, Bank Director quoted Jayne Juvan in its article exploring cognitive diversity – or diversity of thought – which is particularly important to bank boards of directors that tend to be composed of older white males.

In their recent article for Law360, Daniel Schiau and Tod Northman examine how Delaware corporations can anticipate and fend off shareholder requests to review electronically stored information by diligently maintaining paper corporate records, and how Delaware corporations can dictate the jurisdiction in which they must litigate corporate matters with their shareholders by incorporating forum selection provisions in their corporate documents.

On March 26, corporate partner Tod Northman and litigation associate Emmanuel Sanders will present “Piercing the Limited Liability Veil – Avoiding Mistakes and Minimizing Exposure" in a national 1.5-hour webinar.

Effective April 3, 2019, 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 $84.4 million to $90 million.  For transactions valued at more than $90 million but less than $359.9 million, the “size of parties” thresholds will also increase.  Filing fees will not increase.

On March 1, Jayne Juvan will serve as both facilitator and panelist at a breakout session of "Role of the Board," presented by Business Volunteers Unlimited (BVU). The expert panel will share their experiences, discuss the roles and responsibilities of nonprofit board members, and consider challenges and opportunities facing nonprofits.

While Delaware has a well-deserved reputation for being business friendly, a well prepared stockholder will find it easier to navigate Delaware's books and records statute, as demonstrated by Mudrick Capital Management, L.P. v. Globalstar, Inc.