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


Are you properly addressing working capital in your purchase agreement?A different perspective on working capital true-ups in M&A transactions

Almost every M&A transaction includes some form of working capital true-up, and yet many practitioners, including attorneys, accountants, and business development professionals, seem to struggle with this provision. In this series of posts, I will discuss my perspective on the objective the working capital true-up should attempt to accomplish, and identify and explain some of the most common problems that I have seen in my practice with this provision. 

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Is the current antitrust merger review process fair?The proposed SMARTER Act would usefully improve antitrust review

Federal antitrust review of mergers and acquisitions in the United States is a strange system. Whether the Federal Trade Commission or the Department of Justice leads the review determines what rules apply, and ultimately can determine whether the transaction is approved without regard to the merits of the transaction. The SMARTER Act aims to reshape the system to make it more predictable by implementing two changes recommended by the bipartisan Antitrust Modernization Commission in 2007.

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What is reverse veil piercing, and when is it appropriate?

The alter ego doctrine applies – whether “veil piercing” or “reverse veil piercing” – when an entity’s owner dominates the entity to the point that the entity and its owner are indistinguishable. Where the owner uses an entity to commit a fraud or other harm, the court will lift the entity’s “veil of protection” and allow its owner to be sued personally. By contrast, reverse veil piercing allows the owner’s personal creditors to seize an entity's assets to satisfy an owner’s debts. Even the most plaintiff-friendly courts are hesitant to use these remedies. This post analyzes one situation where a California court found the remedy appropriate.

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Diabetic Care RX Case Is a Warning Sign for Private EquityIn an article for Law360, Hewitt and Juvan provide lessons for private equity firms from the U.S. government's recent complaint

The United States government recently sent shock waves through the private equity industry by charging a private equity firm for its portfolio company’s alleged health care fraud. In a recent article for Law360, corporate partners Chris Hewitt and Jayne Juvan provide a few lessens for private equity firms gleaned from the government's complaint in United States ex rel. Medrano v. Diabetic Care RX LLC d/b/a Patient Care America.

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Chambers USA ranks Tucker Ellis's General Corporate/M&A/Securities practice and attorneysChristopher Hewitt and Robert Loesch ranked individually

Tucker Ellis is proud to announce that Chambers USA has ranked its General Corporate/M&A/Securities practice group among Ohio's leading Corporate/M&A practices for 2018.  In addition, Chambers recognized partners Christopher Hewitt and Robert Loesch as notable practitioners in the group.  Chambers identifies and ranks the most outstanding law firms and lawyers in 185 jurisdictions throughout the world based on the research of more than 170 full-time editors and researchers who conduct in-depth telephone interviews with lawyers and clients year-round.

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Jayne Juvan receives Progressive Woman Award from Smart Business

Tucker Ellis congratulates Jayne Juvan, selected as one of Smart Business's 2018 Progressive Woman Honorees. The award recognizes female executives or managers who have risen through the ranks in their career and overcome significant challenges along the way. Jayne accepted the award at the Smart Women Awards Breakfast on April 26, hosted by Smart Business and presented by Cuyahoga Community College in Westlake, Ohio.  

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Tucker Ellis Business Law Institute aims to create a common language of business

Tucker Ellis LLP is proud to announce its unique mentoring and training program designed to quickly and effectively develop attorneys in the firm’s Business Department.

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Jayne Juvan to join in the Smart Business ASPIRE Cleveland 2018 Conference

On May 3, Jayne Juvan will be a featured panelist in the Smart Business ASPIRE Cleveland 2018 Conference. The conference brings together the region's entrepreneurial, dealmaking, and investor communities for a full day of dynamic keynote speakers, engaging panel discussions, and power networking opportunities. Jayne's panel will focus on the current environment for M&A as it pertains to buyers. For more information on the conference, click here.

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Are you using the phrase "hold harmless" incorrectly? Does "indemnify" only apply to third-party claims?

Many legal commentators have considered the meaning of “indemnify and hold harmless” and advised to drop the “hold harmless” part of this couplet. Some commentators have also suggested that “indemnify” applies only to third-party claims and not direct claims between parties. Their conclusions have largely mirrored each other—draft your indemnification provision more clearly to say exactly what you mean. This post will provide specific drafting techniques to accomplish that goal, at least in the M&A context.

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MYOB(D): Mining your own business (data)Lessons learned from social media and other online applications

Data mining, once considered the new frontier in technology, is now fiercely criticized due to the risk of breach, manipulation, and misuse. In an era in which data is often a company’s most valuable asset, it is unlikely that these risks will deter companies from mining data. However, as more companies come under fire for data mining practices that violate their customers’ privacy rights, it is crucial that your company’s data use complies not only with both federal and state laws (as well as international laws, where applicable), but also your company’s privacy policy. 

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