The United States Supreme Court recently issued a unanimous opinion holding that courts may not override contract provisions delegating to arbitrators the power to decide whether a claim is subject to arbitration, even if the argument in favor of arbitration is “wholly groundless.” Some federal courts had held that if…

In their article for Crain's Cleveland Business, Christopher Hewitt and Jayne Juvan discuss the importance of encouraging individuality and debate in the board room. 

On December 18, 2018, the SEC at long last adopted final rules adding new Item 407(i) to Regulation S-K requiring disclosure about a company's practices and policies regarding hedging in the company's securities by directors and employees.

The upcoming phase out of the London Interbank Offered Rate, or LIBOR, promises to cause administrative and financial burdens to market participants who do not implement a transition plan.  In this post, we examine the rationale behind LIBOR's phase-out, discuss its possible replacements, and suggest strategies for both banks and borrowers to mitigate any adverse effects.

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.

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.

In part one of this series, I suggested that the parties to a deal should not just settle for the trailing twelve month (TTM) average in calculating target working capital. In part two, I gave my perspective on working capital and purchase price. In…

In my prior posts in this series, I argued that the parties to a deal should not just settle for the trailing twelve month average in calculating target working capital and that the working capital adjustment should not be considered purchase price. In this…

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.

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.