Powers and Pitfalls: Governance Structure and Disputes involving Alternative Entities

Add to Calendar: Add to Calendar: 2025-02-13 17:30:00 2025-02-13 18:30:00 Powers and Pitfalls: Governance Structure and Disputes involving Alternative Entities Event Description Much is taught and commonly known in the legal field about the organization and structuring of traditional corporations. In today’s legal landscape however, “alternative entities” (any legal entity other than a corporation) make up the vast majority of entities being formed in the United States, making a working knowledge of how one might organize and structure the governance of these entities a valuable commodity.  In this panel, Jayne Juvan, Chris Hewitt and Dan Schiau will discuss possibilities for organizing alternative entities, focusing primarily on limited liability companies and partnerships. They will provide an overview of fiduciary duties (including contractual governance provisions), and pull from their experience to explain how disputes commonly arise between majority and minority interest holders. The intent is to provide law students and practitioners with practical takeaways that they can use to negotiate partnership or operating agreements and attempt to avoid disputes that might arise.  Speaker Bio Jayne Juvan chairs both the mergers and acquisitions and securities and capital markets practices at Tucker Ellis, where she advises clients on mergers and acquisitions, securities and corporate finance transactions, and corporate governance. She counsels public and high-growth private companies, private equity firms and venture capital firms from initial formation through all stages of the business life cycle. She also has advised activist shareholders in their efforts to engage with the board and management of companies to reform corporate policies. Juvan has been a key advisor on deals valued from approximately $5 million to more than $1 billion. Chris Hewitt is a strategic advisor to the boards of directors and management of public and sophisticated private companies on mergers and acquisitions, takeover preparedness and defense, corporate governance, corporate counseling and SEC compliance. He has negotiated numerous high-profile, multibillion-dollar acquisitions and divestitures, as well as many smaller deals, and has worked on transaction financing, including debt and equity offerings. He has successfully defended large and small public companies in contests for corporate control, including both hostile takeovers and proxy contests, and has assisted numerous companies in responding to shareholder proposals.  Dan Schiau counsels a variety of private equity firms, family offices and business owners in their most crucial transactions and throughout their businesses’ lifecycles. His experience includes cross-border and domestic transactions, equity raises, debt financing, formation and structuring, leveraged buy-outs, carve-outs, founder transactions and all manner of related issues. Dan also has developed a niche in adversarial shareholder disputes in the context of family and other closely held businesses. Case Western Reserve University School of Law George Gund Hall Room A59, Moot Courtroom 11075 East Blvd., Cleveland, OH 44106 School of Law School of Law America/New_York public