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.

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. 

In M&A transactions, provisions prohibiting one party from soliciting or hiring another party’s employees are ubiquitous. Unfortunately, many of these no poach provisions are imprecisely worded, leading to unnecessary agita in negotiating their contours. In this post, we provide practical tips for drafting no poach restrictions that clearly articulate the parties intentions.

By Glenn Morrical

In a recent post I noted that if an entrepreneur finances a business by borrowing from friends, family and business contacts, he or she is probably engaged in a securities offering. A related issue is which state securities laws apply to that offering—or to…

By Jayne Juvan

Much attention has been devoted to the number of women (or lack thereof) in C-suite and director positions, especially in the context of public companies. Although the number of women in leadership positions is increasing slightly, women still have not come close to having equal opportunities with…

By Glenn Morrical

Many people starting a business, or trying to keep it afloat before it really takes off, obtain the necessary funds by borrowing it from family, friends, or business contacts. The business often will sign a promissory note that sets out terms, such as when the loan is…

By Tod Northman

Effective February 28, 2018, the minimum dollar thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and its rules and regulations (the HSR Act) will increase. The thresholds determine, among other things, whether companies are required to notify federal antitrust authorities before consummating a transaction.…

By Christopher Hewitt

In a series of interviews with Energy Intelligence Group’s Oil Daily, Chris Hewitt analyzes the corporate governance implications of the actions taken by the board of directors of SandRidge Energy leading up to Midstates Petroleum Company’s unsolicited offer to buy SandRidge. The “bear hug” letter…

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…

By Christopher Hewitt

Ever since then-Vice Chancellor Strine penned his seminal opinion in Abry Partners V LP v. F&W Acquisition LLC, 891 A. 2d 1032 (Del. Ch. 2006), the law on fraud in Delaware regarding purchase agreements has been clear, at least in the following three respects. Sellers are permitted…