Skip to Main Content
lingua negoti
ling-gwuh ni-gō-tē: the language of business


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.

Read more

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.

Read more

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.

Read more

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.

Read more

In a blow to online retailers, U.S. Supreme Court opens the door for states to collect sales tax

In the South Dakota v. Wayfair, Inc. decision issued June 21, 2018, the U.S. Supreme Court held that the physical presence rule previously set forth in Quill Corp. v. North Dakota, 504 U.S. 298, and National Bellas Hess, Inc. v. Department of Revenue of Illinois, 386 U.S. 753, was incorrect. By doing so, the Court opened the door for states to require online retailers to collect and remit sales tax. This decision is viewed as a win for both states, which have seen their respective sales tax bases erode due to the emergence of online retailers, and brick and mortar stores, which have struggled to compete on price with online retailers that have historically not been required to collect sales tax in certain states.

Read more

Stock buybacks are not evil

This year, many companies have announced stock repurchase programs as a result of the influx, or expected influx, of cash resulting from the Tax Cuts and Jobs Act. Despite companies having completely appropriate and legitimate reasons for using their capital to repurchase stock, there are critics of corporate stock repurchase programs who question (i) whether stock repurchases are beneficial to shareholders and (ii) the underlying reasons why companies decide to repurchase their own stock. In this post, Bob Loesch explains why the criticism is unwarranted, misinformed, or in the nature of second guessing the board’s exercise of its fiduciary duties.

Read more

Should parties to a transaction use the working capital true-up to renegotiate purchase price?

In this installment in my series of posts on working capital, I will describe the mechanics of a working capital true-up and discuss why the parties should not consider the working capital adjustment as an adjustment to purchase price.

Read more

Are you properly addressing working capital in your purchase agreement?A different perspective on working capital true-ups in M&A transactions

Almost every M&A transaction includes some form of working capital true-up, and yet many practitioners, including attorneys, accountants, and business development professionals, seem to struggle with this provision. In this series of posts, I will discuss my perspective on the objective the working capital true-up should attempt to accomplish, and identify and explain some of the most common problems that I have seen in my practice with this provision. 

Read more

Is the current antitrust merger review process fair?The proposed SMARTER Act would usefully improve antitrust review

Federal antitrust review of mergers and acquisitions in the United States is a strange system. Whether the Federal Trade Commission or the Department of Justice leads the review determines what rules apply, and ultimately can determine whether the transaction is approved without regard to the merits of the transaction. The SMARTER Act aims to reshape the system to make it more predictable by implementing two changes recommended by the bipartisan Antitrust Modernization Commission in 2007.

Read more

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.

Read more
Page 3/7
Perspectives on employee benefits, executive compensation and ERISA litigation to help you attract and retain talent.
lingua negoti
The language of business.
Ohio Environmental
Insights and commentary for the business and legal community.