Expert Analysis

• Del.'s Tesla Pay Takedown Tells Boards What Not To Do

  

  The Delaware Chancery Court’s ruthless dissection of the Tesla board’s extreme departures from standard corporate governance in its January opinion striking down CEO Elon Musk’s $55 billion pay package offers a blow-by-blow guide to mistakes Delaware public companies can avoid when negotiating executive compensation, say attorneys at Cleary.

• The Corporate Disclosure Tug-Of-War's Free Speech Issues

  

  The continuing conflict over corporate disclosure requirements — highlighted by a lawsuit against Missouri's anti-ESG rules — has important implications not just for investors and regulated entities but also for broader questions about the scope of the First Amendment, say Colin Pohlman, and Jane Luxton and Paul Kisslinger at Lewis Brisbois.

• What New Calif. Strike Force Means For White Collar Crimes

  

  The recently announced Central District of California strike force targeting complex corporate and securities fraud — following the Northern District of California's model — combines experienced prosecutorial leadership and partnerships with federal agencies like the IRS and FBI, and could result in an uptick in the number of cases and speed of proceedings, say attorneys at MoFo.

• Del. Dispatch: Clarification On Fiduciary Duties Of Controllers

  

  The Delaware Chancery Court’s January opinion in a Sears Hometown and Outlet Stores' stockholder dispute — holding that a controlling stockholder owes the company and minority shareholders some fiduciary duties when selling shares or voting to change the status quo — suggests instances where investors opposing board decisions should tread carefully, say attorneys at Fried Frank.

• Navigating The Sunset Of Sibor And Other Key Benchmarks

  

  Similar to the recent transition away from Libor, the expected cessation deadlines of the Canadian Dollar Offered Rate and Singapore Interbank Offered Rate are nigh, so Canadian and Singapore dollar-denominated credit facilities will likely need to be amended, say attorneys at Cadwalader.

• What Shareholder Approval Rule Changes Mean For Cos.

  

  The U.S. Securities and Exchange Commission recently approved proposed rule changes to shareholder requirements by the New York Stock Exchange, an approval that will benefit listed companies in many ways, including by making it easier to raise capital from passive investors, say attorneys at Baker Botts.

• Reimagining Law Firm Culture To Break The Cycle Of Burnout

  

  While attorney burnout remains a perennial issue in the legal profession, shifting post-pandemic expectations mean that law firms must adapt their office cultures to retain talent, say Kevin Henderson and Eric Pacifici at SMB Law Group.

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  ESG Around The World: Brazil

  

  Environmental, social and governance issues have increasingly translated into new legislation in Brazil since 2020, and in the wake of these recently enacted regulations, we are likely to see a growing number of legal disputes in the largest South American country related to ESG issues such as greenwashing if companies are not prepared to adequately adapt and comply, say attorneys at Mattos Filho.

• The FINRA Reports That May Foreshadow New AI Rules

  

  By reading the Financial Industry Regulatory Authority’s 2024 annual report detailing the regulatory implications of artificial intelligence tools alongside a similar 2020 FINRA publication, member firms may be able to anticipate which industry areas may soon face AI-specific regulations, say attorneys at Mintz.

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  Competing In Dressage Makes Me A Better Lawyer

  

  My lifelong participation in the sport of dressage — often called ballet on horses — has proven that several skills developed through training and competition are transferable to legal work, especially the ability to harness focus, persistence and versatility when negotiating a deal, says Stephanie Coco at V&E.

• What Financial Cos. Must Know For Handling T+1 Settlements

  

  The U.S. Securities and Exchange Commission has adopted a groundbreaking new T+1 settlement rule for securities transactions in order to improve market efficiency — but it presents significant challenges for the financial services industry, especially private equity firms, hedge funds and institutional asset managers, says Adam Weiss at Petra Funds Group.

• Breaking Down FDIC's New Advertising And Signage Rule

  

  The Federal Deposit Insurance Corp.’s final rule on signage and advertising, coming on the heels of a campaign against nonbank businesses purporting to offer FDIC-insured deposit products, introduces important new requirements and clarifies existing regulations for both traditional depository institutions and novel digital platforms, say attorneys at Venable.

• The Double-Edged Sword Of Biometrics In Financial Services

  

  Financial institutions are increasingly turning to biometrics for identity verification and fraud prevention, and while there are many benefits to such features, banks must remain vigilant against growing AI technologies that could make users' information vulnerable to biometrics hackers, say Elizabeth Roper at Baker McKenzie and Chris Allgrove at Ingenium Biometric Laboratories.

• CFTC Moves May Boost Interest In Voluntary Carbon Markets

  

  As companies try to reduce their net greenhouse gas emissions, many have been cautious about embracing voluntary carbon credit markets — but recent moves by the U.S. Commodity Futures Trading Commission to regulate this sector may address some of its well-known challenges, say Deborah North and Laura Daugherty at Cleary.

• Musk Pay Package Ruling Offers Detailed Lesson On Del. Law

  

  Anat Alon-Beck and John Livingstone at Case Western Reserve University discuss the specifics that led Delaware's chancellor to rescind Elon Musk's $55.8 billion Tesla pay package on Jan. 30, how the state’s entire fairness doctrine played into the ruling, and its bigger-picture impact on the executive compensation landscape.