• Posts by Michael J. Moeddel
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    Mike Moeddel is a trusted advisor to senior executives and investors on key strategic transactions including mergers and acquisitions, private equity investments, equity and debt financing transactions and other commercial ...

Today, the Governor of Indiana issued a Stay at Home Order applicable to all Indiana residents and all business activities in the State of Indiana. The definition of Essential Business and Operations are substantially similar to those provided for in the Illinois and Ohio orders. The other restrictions on Indiana residents and businesses are also substantially similar. The Executive Order becomes effective at 11:59 p.m. on March 24, 2020 and remains in full force and effectual until 11:59 PM on April 6, 2020. A copy of the Order can be found here.

As you are probably aware, the State of Ohio issued a "Stay at Home Order" requiring, with certain exceptions, all individuals currently living within the State of Ohio to stay at home or at their place of residence and that all non-essential businesses and operations must cease.

Yesterday, the Ohio Senate introduced a Revised Ohio LLC Act which would amend and replace Chapter 1705 with Chapter 1706 of the Ohio Revised Code.  Ohio’s original LLC Act was adopted by the Ohio General Assembly in 1994.  This would represent the first comprehensive update to the statute since then.  The Bill is based on the American Bar Association’s Revised Prototype Limited Liability Company Act.  Among other advancements, if adopted, S.B. 276 would result in Ohio becoming the 17th state to allow for Series LLC’s.

The full Ohio Revised Code can be found here.

If you haven’t updated your copy of the Delaware business entities statute, you should consider doing so as it is officially out of date as of August 1.

In a recent decision of the Delaware Supreme Court, the court reversed a Chancery Court determination that a Director was sufficiently independent such that a demand on the Board of Directors was not excused.  The court clarified that directors whose deep friendship also involved financial ties may not be deemed independent in order to excuse a demand on a Board of Directors. 

The Patient Protection and Affordable Care Act adds a new provision to the Internal Revenue Code that could provide a significant benefit to small and mid-size companies in the biotechnology industry.  The Act, which was signed by President Obama on March 23, authorizes the Secretary of the Treasury to award up to $1 billion in qualifying therapeutic discovery project credits in 2009 and 2010.  The credit is equal to 50% of an eligible taxpayer’s qualified investment in a qualifying therapeutic discovery project.

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