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 is discussed

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 to limit their…

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 here.…

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 indemnification claims while…

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 of 1933 (an…

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…

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. 

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.…

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 adverse effect on the stock price, then it is, practically by definition, material.

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 adverse effect on…