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Failure is an option

In their article for Ethical Boardroom, Jayne Juvan and Chris Hewitt examine the board governance paradigm in the United States and argue that it works well to encourage calculated risk taking. 

Can a tweet really provide the basis for a shareholder’s records demand?

In their recent article for Bloomberg Law, Tod Northman and Daniel Schiau analyze a Tesla stockholder’s request for corporate books and records spawning out of Tesla CEO Elon Musk’s Twitter activities, over which the stockholder alleges Tesla’s Board of Directors did not exercise sufficient control.

Bob Loesch quoted in Boardroom INSIDER on stock buy-backs

In its May 2019 issue, Boardroom INSIDER quoted Bob Loesch on the hot topic of stock buy-backs and the questions board members should ask to ensure that a buy-back plan makes sense.

Jayne Juvan moderates acquisitions panel at Aspire 2019

On May 2, Jayne Juvan moderated a panel discussion on "A Deep Dive on the Buy-Side" at Aspire 2019 in Cleveland.

Jayne Juvan quoted in Bank Director on cognitive diversity

On April 19, Bank Director quoted Jayne Juvan in its article exploring cognitive diversity – or diversity of thought – which is particularly important to bank boards of directors that tend to be composed of older white males.

Record keeping and forum selection can limit ESI requests

In their recent article for Law360, Daniel Schiau and Tod Northman examine how Delaware corporations can anticipate and fend off shareholder requests to review electronically stored information by diligently maintaining paper corporate records, and how Delaware corporations can dictate the jurisdiction in which they must litigate corporate matters with their shareholders by incorporating forum selection provisions in their corporate documents.

Northman and Sanders to speak on entity veil piercing

On March 26, corporate partner Tod Northman and litigation associate Emmanuel Sanders will present “Piercing the Limited Liability Veil – Avoiding Mistakes and Minimizing Exposure" in a national 1.5-hour webinar.

FTC announces annual adjustments to the HSR filing thresholds and Interlocking Directorates

The minimum dollar thresholds under Section 7(A) of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and its rules and regulations (the HSR Act) will increase approximately 6.6% over the 2018 thresholds on April 3, 2019 (30 days after the date of their publication in the

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.

How can stockholders overcome hurdles to make a books and records request under state corporate law?

Delaware has a well-deserved reputation for being business friendly. A number of factors underlie the reputation, but one that gets too little attention is the Delaware court system’s approach to evaluating a stockholder’s request to review books and records of the corporation. Last year, Jon Oebker observed that…