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


FTC releases revised Hart-Scott-Rodino Act thresholds for 2020

The Federal Trade Commission (FTC) released the annual changes to the minimum size of transaction threshold under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, as amended. The minimum reporting thresholds will increase by approximately 4.4% over the 2019 thresholds.

Northman and Sanders to speak on entity veil piercing

On March 26, corporate partner Tod Northman and litigation associate Emmanuel Sanders will present “Piercing the Limited Liability Veil – Avoiding Mistakes and Minimizing Exposure" in a national 1.5-hour webinar.

Would Delaware recognize reverse veil piercing?

In a follow up to a previous post on reverse veil piercing under California law, I analyze a Fourth Circuit opinion on the same topic that predicts Delaware law would also recognize this unusual remedy, which allows a judgment creditor to collect against the assets of an entity owned by the debtor.

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.

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.

Diabetic Care RX case is a warning sign for private equity

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. The case, United States ex rel. Medrano v. Diabetic Care RX LLC d/b/a Patient Care America, involves alleged illegal conduct involved with pharmacy…

MYOB(D): Mining your own business (data)

Data mining, once considered the new frontier in technology, is now fiercely criticized due to the risk of breach, manipulation, and misuse. So does this mark the beginning of the end for data mining? Probably not. In an era in which data is often a company’s most valuable asset, it…

The SEC provides guidance on data breach disclosure and cybersecurity compliance

In the wake of recent notable data breaches, the United States Securities and Exchange Commission issued an interpretive release designed to improve the timeliness and accuracy of public companies’ disclosures of cybersecurity risks and incidents and prevent insider trading.  The SEC’s guidance release and this post raise several issues and concerns that all companies, regardless of size and ownership, need to take seriously to improve their cybersecurity planning and legal compliance.

Juvan and Novak publish 2018 healthcare compliance outlook for boards of directors

In their article published by the Cleveland Metropolitan Bar Journal, Jayne Juvan and Kelli Novak examine the fiduciary duties applicable to boards of directors of health care organizations and examine key health care regulatory risk areas that boards should be aware of in 2018. 

Jayne Juvan coauthors “A Guide to the Evolving Executive Compensation Landscape” for Bloomberg Law

In A Guide to the Evolving Executive Compensation Landscape published by Bloomberg Law, Jayne Juvan and coauthors Ellen Grady and Bruce Dravis provide a comprehensive discussion of the regulatory regime applicable to compensation programs for corporate officers and directors. Executive compensation provides a valuable means to lure and retain talent…