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


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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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.

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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. The seminar includes presentations, a panel discussion and dialogue with the audience, and small-group case study analysis. For more information, click here.

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How should cash and rollover equity be treated in the working capital true-up?A different perspective on two common issues

In this final installment of my working capital series, I will share my perspective on how rollover equity and cash should be considered in the working capital true-up.

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What aspects of working capital should parties to a transaction be able to dispute?To limit disputes, the parties must first accurately define working capital

In this installment of my working capital series, I will suggest how to define working capital and propose some limits on the parties ability to dispute the working capital calculation.

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