Expert Analysis

• Del. Dispatch: The New 'Director Independence' Definition

  

  The Delaware Court of Chancery's recent decision in Ayers v. Foley, its first interpretation and application of "director independence" as outlined in Section 144 of the Delaware General Corporation Law, suggests that the court will not limit the new section's reach, say attorneys at Fried Frank.

• How Nixing Trade-Through Rule Would Alter Equity Markets

  

  The U.S. Securities and Exchange Commission's recent proposal to rescind the trade-through rule and the locked-and-crossed-markets prohibition represents one of the most significant potential changes to U.S. equity market structure in two decades, affecting exchanges, broker-dealers, and institutional and retail investors alike, say attorneys at WilmerHale.

• What Actually Matters To GCs During Cross-Border Disputes

  

  A recent international arbitration forum featured an in-house perspective on dispute resolution, highlighting that relationship preservation and other factors may matter more to businesses than success on legal merits, say Michael Mutek at Womble Bond and Mark Stadnyk at Thyssenkrupp Nucera.

• 2 AI Washing Rulings Apply Familiar Securities Fraud Rules

  

  Two recent federal court decisions to allow AI washing complaints to proceed begin to clarify the line between nonactionable optimism and actionable misstatements by framing the core issue as not overstating the promise of artificial intelligence, but misrepresenting the current state of a company's products, say attorneys at WilmerHale.

• The Nuance Between The Atkins, Gensler SEC Strategic Plans

  

  U.S. Securities and Exchange Commission Chairman Paul Atkins' recent draft strategic plan is a marked departure from that of former Chair Gary Gensler, portraying an intention to leave decisions to the market rather than steering corporate behavior through expansive disclosure mandates and regulatory enforcement, say attorneys at Cleary.

• $100M Clean Air Act Ruling Transforms Parent Co. Liability

  

  A Michigan federal court's recent decision in U.S. v. EES Coke Battery, holding a company liable for Clean Air Act violations at a plant owned by its subsidiary, weakens the legal shield between businesses and their corporate parents, and has started a legal battle that may last for years, say attorneys at Haynes Boone.

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  Mich. Banking Brief: All The Notable Legal Updates In Q2

  

  The second quarter brought several notable financial services law developments to Michigan, including a U.S. Supreme Court ruling on state tax foreclosures, progress on a money transmission modernization bill package, and continued legislative momentum on cryptocurrency and mortgage lending, say attorneys at Dykema.

• A New Regulatory Environment For PE In Calif. Healthcare

  

  The California Office of Health Care Affordability's proposed revisions to its cost and market impact review regulations, amid broader state scrutiny of private equity-backed healthcare arrangements, represent a qualitative shift in California's regulatory posture toward institutional healthcare investment, say attorneys at Ropes & Gray.

• CFIUS' Mandate Misses Foreign Risk In Project Subcontracts

  

  Recent calls for the Committee on Foreign Investment in the United States to review equity transactions like the Paramount Skydance-Warner Bros. deal miss a consequential oversight gap — CFIUS' inability to review the subcontracting layer of U.S. infrastructure projects, says Thibaut Giret at Alstef Group.

• AI Governance Tips For Avoiding Securities Suits

  

  A recent securities class action in California federal court against lending platform Upstart highlights how statements about artificial intelligence are increasingly being scrutinized not only by regulators, but also by shareholders, meaning companies should ensure oversight frameworks keep pace with the technology, say attorneys at Akerman.

• Lessons From The DOJ's 1st Enforcement Policy Declination

  

  The first U.S. Department of Justice declination to prosecute alleged export control violations and national security offenses offers a window into the operation of the administration’s recently implemented corporate enforcement and voluntary self‑disclosure policy, and how companies' compliance and cooperation efforts should be targeted, say attorneys at Pillsbury.

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  Bass Fishing Makes Me A Better Lawyer

  

  Landing a trophy striped bass and closing a big deal both require cultivating the patience to finesse — not force — your way to desired outcomes, changing course when your old approach isn’t working and learning from the ones that got away, says Jon Ruiss at Alston & Bird.

• What Consent Decree Trends Mean For Deal Clearances

  

  With merger remedies back on the table under the current administration, an analysis of recent Federal Trade Commission and U.S. Department of Justice consent decrees reveals that prior approval and prior notice provisions are no longer a foregone conclusion, and companies may be able to negotiate narrowly tailored obligations, say attorneys at Weil.

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  NY Banking Brief: All The Notable Legal Updates In Q2

  

  The year's second quarter brought several notable banking law developments to New York, including a proposal to align state stablecoin rules with the federal Genius Act, fresh fair lending and cybersecurity guidance from state regulators, and a significant Second Circuit holding on preemption, say attorneys at Ashurst Perkins Coie.

• How Reincorporating In Texas May Alter Earnout Disputes

  

  While the DExit debate has focused on shareholder suits, far less attention has been paid to what reincorporating in Texas means for M&A disputes, making it particularly important to understand the nuances between Delaware and Texas earnout jurisprudence, say attorneys at Selendy Gay.