On November 17, 2021, the U.S. Securities and Exchange Commission (“SEC”) adopted final rules requiring parties in a contested election of directors to use “universal proxy cards” that include all duly-nominated director candidates presented for election at a shareholder meeting, whether nominated by the company or a dissident shareholder.
Last week, the Federal Trade Commission (FTC) issued notices to over 700 companies warning against fake reviews, misleading endorsements, and other business advertising practices that run counter to past administrative case decisions.
A common investment strategy for a private equity firm is to acquire a portfolio company in a certain industry as a platform investment, and then for the portfolio company to acquire a competitor as an “add-on”.
The federal Corporate Transparency Act (CTA) mandates that U.S. legal entities and non-U.S. legal entities registered to do business in the U.S. report to the federal government specific information about their “beneficial owners” and the persons who form or register those companies, with certain exceptions.
It is becoming more common for sellers to insert provisions into a purchase agreement that require the buyer to disclaim reliance on any extra-contractual representations and warranties made by a seller to a buyer.
Recently, the United States Court of Appeals for the Sixth Circuit and the Court of Appeals of Ohio for the Second Appellate District each issued rulings addressing the scope of Ohio’s Uniform Trade Secrets Act (OUTS).
Even in the midst of the coronavirus (COVID-19) pandemic, the Securities and Exchange Commission (SEC) staff continued to update and streamline disclosure requirements applicable to public reporting companies.
In what has been heralded by some as a major step towards combating money laundering, the financing of terrorism and financial fraud, and by others as a sweeping intrusion on privacy and a burden on small businesses, the Corporate Transparency Act (CTA) was enacted on January 1, 2021
Two additions and a clarification of Ohio’s immunity legislation were enacted when the General Assembly recently passed House Bill 151. It grants temporary qualified civil immunity to health care isolation centers during a disaster or emergency and temporarily authorizes emergency medical technicians to perform certain emergency medical services in hospitals.
On October 30, 2020, the Small Business Administration (SBA) released two new forms which require the disclosure of information from Paycheck Protection Program (PPP) borrowers that received PPP loans with an original principal amount of $2 million or more.
As companies continue to adjust to the realities of working from home and remotely connecting with their employees, customers, and management, the once-theoretical consideration of business continuity planning became a reality that had to be addressed immediately. Failure to adequately plan, and to sufficiently monitor those initial plans, can subject directors to potential liability for breaching their fiduciary duties.
As businesses in Ohio reopen and employees return to work, employers are concerned about potential liability if their employees or customers contract COVID-19 in their workplace or business. Two bills pending in the Ohio General Assembly are meant to address – and limit – that potential liability.