By Jon Oebker

In a feature article for the Cleveland Metropolitan Bar Journal, Jon Oebker examines how the century old right of shareholders to inspect corporate records is used as a modern day litigation tool. The article is available online …

By Ludgy LaRochelle

Famed British motivational speaker and business coach Rasheed Ogunlaru once said, “Unlike sport, in business the win-win is the best possible score.” In an M&A transaction, representation and warranty insurance can provide a buyer and seller a win-win by giving the buyer adequate financial security for any…

By Jayne Juvan

Private companies, especially companies receiving venture capital, often prefer to keep their financial information confidential. To that end, some executives desire to avoid making public filings with regulators whenever possible. But when a company uses Regulation D to sell securities that are exempt from the Securities Act…

On January 23, Law360 quoted Jayne Juvan on the recent boom in health care and life sciences transactions.

“We are predicting that health care [and] life sciences M&A will continue at a robust pace into 2018,” Jayne commented. “Conditions are ripe for this year to be one of the…

By Christopher Hewitt and Jayne Juvan

In their article for Crain’s Cleveland Business, partners Christopher Hewitt and Jayne Juvan explain the importance building championship-caliber deal teams comprised of attorneys who understand the language of business.…

By Glenn Morrical

In a recent post by Bob Loesch, he discussed the difficult topic of how to tell if information should be considered “material” under the federal securities laws. He concluded that if the company would prefer to withhold the information because it is likely to have an…

By Robert Loesch

Business lawyers are often confronted with the question of whether a client is obligated to disclose a particular piece of information, whether in an SEC filing, a private placement memo or on a disclosure schedule in a deal document. Under the general anti-fraud rules of the federal…

At the end of last November, the board of directors of SandRidge Energy adopted a poison pill to, according to the company’s press release, “protect the interests of all shareholders and preserve their ability to fully consider all information related to the proposed Bonanza Creek merger… and vote as they see fit.”

By Christopher Hewitt

The rules regarding a company’s ability to use discretionary authority to vote proxies at a stockholders meeting are probably some of the most complex proxy rules to understand, but it is critical to understand them, especially in a contested election.

In its simplest form, a proxy card…

By Jayne Juvan

In her recent column for Smart Business Dealmakers, Jayne Juvan offers advice to boards of directors about the steps they should take to ensure they meet their fiduciary duties when considering M&A transactions. The column is available online here.…