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


SEC Adopts Final Cybersecurity Disclosure Rules

On July 26, 2023, the Securities and Exchange Commission (“SEC”), by a 3-2 vote, approved new disclosure rules designed to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incidents by public companies that are subject to the reporting requirements of the Securities Exchange Act of 1934.…

SEC Adopts Disclosure Rules Related to Issuer Share Buybacks

On May 3, 2023, the Securities and Exchange Commission (“SEC”) adopted by a 3-2 party-line vote final rules designed to strengthen disclosures about an issuer’s repurchases of its own shares. The adopting release is available at the SEC’s website here.

As we have written in the past, share buybacks…

Failure Is Not an Option: Practical Advice for Directors Entrusted With Overseeing Corporations

In the seminal opinion Meinhard v. Salmon, future Supreme Court Justice Benjamin N. Cardozo wrote, “Joint adventurers, like copartners, owe to one another … the duty of the finest loyalty. … A trustee is held to something stricter than the morals of the marketplace. Not honesty alone, but the punctilio of…

Bringing an End to Gamesmanship

Times of crisis bring out either the good in people or the bad in people.

Multiple times during the Panic of 1907, J.P. Morgan was called upon to help avert disaster. In one particularly noteworthy episode, Morgan summoned the presidents of the largest New York City banks to raise $25…

Adapting to Disruption in M&A Deals in an Era of Volatility

As disruptive as the current M&A landscape has been, deal practitioners have seen and successfully navigated similar disturbances before. Doing so is never easy, however, especially during dark days like March 16, 2020, when the Dow Jones Industrial Average sharply dropped 2,997 points due to COVID-19. Many presumed that deal…

Jayne Juvan Shares Key Trends for Private Equity with Business Insider

On December 29, Business Insider detailed three key trends for private equity in 2022, including insights from Jayne Juvan on re-evaluating the terms and conditions in deal contracts.

Jayne noted that some private equity firms have wanted to be more involved with the operations of potential portfolio companies in the interim period between signing…

SEC proposes rule amendments related to Rule 10b5-1 trading plans

On December 15, 2021, the SEC proposed amendments that add new conditions to the availability of the affirmative defense under Rule 10b5-1 to insider trading liability and new disclosure requirements under Rule 10b5-1 for trading plans.

Since 2000, Rule 10b5-1 has provided company insiders with a helpful tool to be…

SEC proposes disclosure rule amendments related to share buybacks

On December 15, 2021, the Securities and Exchange Commission (“SEC”) proposed amendments that would strengthen its rules regarding disclosure about an issuer’s repurchases of its own shares. Share buybacks have become a controversial matter in public markets in recent years (for example, see our 2018 Lingua Negoti blog post “Stock…

New law offers additional flexibility in structuring LLC management

A new Ohio LLC statute will bring flexibility in structuring the management of a limited liability company formed in Ohio.

SEC approves Nasdaq’s Board Diversity Rule

On August 6, 2021, the SEC issued an order approving the Nasdaq’s proposed rule requiring that each listed company have certain levels of board diversity or explain why it does not (the “Board Diversity Rule”).