• Posts by Michael J. Moeddel
    Partner

    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 ...

On Monday, September 14, 2020, Ohio Governor Michael DeWine signed into law legislation that provided qualified civil immunity to health care providers and other businesses from lawsuits related to the current coronavirus pandemic.

Ohio House Bill 606 provides protection to any person for civil actions for damage if the cause of action on which it is based, in whole or in party, is caused by the exposure to, or the transmission or contraction of SARS-CoV-2 or certain other coronaviruses, or any mutation thereof, unless it is established that the exposure to or the transmission or ...

Although there is much discussion of potential legal immunity from COVID-19 related tort claims among Congressional leaders, states are more likely to take the first steps. The outline for potential liability protection is progressing in the Ohio General Assembly as House Bill 606 and Senate Bill 308 have now been conformed so that substantially similar bills are progressing simultaneously through both houses of the General Assembly. The progress of the bills have garnered support from the leadership of the General Assembly as both Senate President Obhof and Speaker Householder commented that their chambers would prioritize tort liability for businesses reopening during the pandemic. Both bills provide for the following:

As more and more businesses begin to open their doors to customers, clients are asking what potential liability risk they incur by allowing customers onto their business premises.  Even for businesses that take all the recommended precautions to reduce the risk of exposing customers to the COVID-19 virus, there is no guarantee that the virus will not spread to customers of the business. There is also no guarantee that customers will not allege that they contracted the virus from visiting a particular business resulting in legal costs to that business. Because, in certain situations, contracting COVID-19 can result in missing a substantial amount of work, extended hospital stays and treatments, and even death, the legal costs could become significant.

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.

Jump to Page
Close