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


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.

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Record keeping and forum selection can limit ESI requests

In their recent article for Law360, Daniel Schiau and Tod Northman examine how Delaware corporations can anticipate and fend off shareholder requests to review electronically stored information by diligently maintaining paper corporate records, and how Delaware corporations can dictate the jurisdiction in which they must litigate corporate matters with their shareholders by incorporating forum selection provisions in their corporate documents.

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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.

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FTC announces annual adjustments to the HSR filing thresholds and Interlocking Directorates"Size of transaction" and "size of parties" thresholds to increase; filing fees and maximum daily penalties do not

Effective April 3, 2019, the minimum dollar thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and its rules and regulations will increase. The “size of transaction” threshold will increase from $84.4 million to $90 million.  For transactions valued at more than $90 million but less than $359.9 million, the “size of parties” thresholds will also increase.  Filing fees will not increase.

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Jayne Juvan to explore the role of the board at BVU seminar

On March 1, Jayne Juvan will serve as both facilitator and panelist at a breakout session of "Role of the Board," presented by Business Volunteers Unlimited (BVU). The expert panel will share their experiences, discuss the roles and responsibilities of nonprofit board members, and consider challenges and opportunities facing nonprofits.

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How can stockholders overcome hurdles to make a books and records request under state corporate law?And how can corporations defend against overbroad requests?

While Delaware has a well-deserved reputation for being business friendly, a well prepared stockholder will find it easier to navigate Delaware's books and records statute, as demonstrated by Mudrick Capital Management, L.P. v. Globalstar, Inc.

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Scheining a light on arbitrabilityNot a wholly groundless exercise

The United States Supreme Court recently issued a unanimous opinion holding that courts may not override contract provisions delegating to arbitrators the power to decide whether a claim is subject to arbitration, even if the argument in favor of arbitration is “wholly groundless.” 

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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. 

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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.

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How should market participants prepare for the proposed LIBOR phase-out?

The upcoming phase out of the London Interbank Offered Rate, or LIBOR, promises to cause administrative and financial burdens to market participants who do not implement a transition plan.  In this post, we examine the rationale behind LIBOR's phase-out, discuss its possible replacements, and suggest strategies for both banks and borrowers to mitigate any adverse effects.

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