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


SEC Stays Disclosure Rules Related to Issuer Share Buybacks

On June 21, 2023, we published a lingua negoti blog post reviewing the SEC’s adoption of final rules designed to strengthen disclosures about a company’s repurchases of its own shares. On October 31, 2023, the U.S. Court of Appeals for the Fifth Circuit issued an opinion in Chamber of…

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…

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.