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


SEC Adopts New Rules Requiring Investment Advisers to Private Funds to Make Certain Disclosures and Avoid Certain Practices

The Securities and Exchange Commission (“SEC”) has adopted rule changes focusing on investment advisers to private funds, such as hedge funds, private equity funds, and venture capital funds. Despite the focus on advisers to private funds, one of the changes applies to all investment advisers registered under the Investment Advisers…

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…

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”).

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.

Is a series LLC right for you?

Beginning January 1, 2022, a limited liability company formed in Ohio can be organized as a series LLC.

Ohio adopts new Limited Liability Company Act

On January 8, Ohio Governor Mike DeWine signed into law the Ohio Revised Limited Liability Company Act.

Jayne Juvan speaks at Inspire

On October 1, Jayne Juvan spoke at Inspire, a leadership workshop for women in pursuit of excellence, presented by Authenica in Richfield, Ohio.