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


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”).

Biden signs joint resolution declaring OCC’s “true lender” rule invalid

In May 2021, we reported that the U.S. Senate had passed a joint resolution declaring the OCC’s “true lender” rule invalid. That resolution has since been passed by the House and, on June 30, 2021, was signed by President Biden.

Fiduciary and other duties in an LLC – Where do you come out?

When establishing or revisiting the management of your business organization or any private business organization you invest in, it is vital that you consider what duties the owners and managers of the business will owe to each other.

Tucker Ellis represents Ampex Brands in its acquisition of Au Bon Pain from Panera Bread

Tucker Ellis represented Ampex Brands – a Yum! Brands Inc. and 7-Eleven franchisee with more than 400 Pizza Hut, KFC, Taco Bell, Long John Silver's and 7-Eleven locations – in its June 29 acquisition of bakery-café chain Au Bon Pain from Panera Bread.

Could an ESOP be right for you?

Several years ago, Employee Stock Ownership Plans (ESOPs) were the underused gems of the Employee Retirement Income Security Act of 1974 (ERISA). An ESOP enables owners to sell a portion or all of their stock to a trust for the benefit of the employees. Each employee has an account that holds company stock, and at retirement the employee receives the value of that company stock.

Tucker Ellis corporate team authors Ohio: North profile for Chambers USA

Members of the Tucker Ellis Ohio corporate team have authored the Chambers USA overview for Corporate/M&A (Ohio: North).