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


Board oversight in a post-pandemic world – governance in anticipation of heightened director duties

In his article for the Private Directors Association monthly newsletter, Art Mertes highlights some of the areas that will require heightened proactive attention by boards in a post-pandemic world.

Jayne Juvan elected to Mace Security International Board of Directors

Jayne Juvan has been elected to the Board of Directors of Mace Security International, Inc. (OTCQX: MACE), a globally recognized leader in personal safety products.

Shareholder’s intention to start proxy fight not enough to inspect corporate books

A Delaware court recently held that a stockholder’s disagreement with a business decision of the board of directors and the intention to pursue a bone fide proxy contest is not a "proper purpose" to support a demand to inspect the corporation's books and records. In their article for Bloomberg Law, Tod Northman and Lauren Lipsyc say the court’s decision clarifies what had been a "murky" legal landscape.

Art Mertes moderates PDA panel on private equity company board strategies

In front of a packed audience, Art Mertes moderated a Private Directors Association (PDA) panel of private equity company thought leaders, experienced principals, and executives who shared their insights and strategies on managing, planning, and executing across economic cycles.

Failure is an option

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. 

Jayne Juvan quoted in Bank Director on cognitive diversity

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.

How can stockholders overcome hurdles to make a books and records request under state corporate law?

Delaware has a well-deserved reputation for being business friendly. A number of factors underlie the reputation, but one that gets too little attention is the Delaware court system’s approach to evaluating a stockholder’s request to review books and records of the corporation. Last year, Jon Oebker observed that…

Stifling debate at board meetings can destroy value at your portfolio company

In their article for Crain's Cleveland Business, Christopher Hewitt and Jayne Juvan discuss the importance of encouraging individuality and debate in the board room. 

SEC adopts final rules on hedging disclosure—finally!

On December 18, 2018, the SEC at long last adopted final rules adding new Item 407(i) to Regulation S-K requiring disclosure about a company's practices and policies regarding hedging in the company's securities by directors and employees.

Jayne Juvan to speak at BVU’s governance seminar

On September 7, Jayne Juvan will speak at Business Volunteers Unlimited's (BVU) governance seminar, "Role of the Board," at Tucker Ellis LLP in Cleveland, Ohio. Jayne will join other experts to share experiences, discuss the roles and responsibilities of nonprofit board members, and consider challenges and opportunities facing nonprofits.