Corporate

Expert Analysis

• Mutual Fund Boards Should Rethink Advice To Destroy Notes

  

  Independent directors at mutual fund complexes should consider their fiduciary roles and the underlying reasoning behind recent Mutual Fund Directors Forum guidance suggesting that boards regularly destroy meeting minutes and notes in order to avoid misinterpretation and potential litigation, says Aaron Morris at Barr Law Group.

• How Lawyers Can Network Better, Virtually And In Person

  

  The current decrease in formality and increase in common ground due to the work-from-home environment can make it easier to have a networking conversation, says Megan Burke Roudebush at Keepwith.

• NOL Carryback Rule Changes Bring Benefits For M&A Parties

  

  New federal tax rules in the CARES Act, allowing the use of net operating loss carrybacks, bring previously unavailable tax benefits and negotiation opportunities for parties to mergers and acquisitions, say attorneys at Polsinelli.

• Practical Tips For Presenting Your Case To Litigation Funders

  

  One mistake that attorneys commonly make when presenting a case to a third-party funder is focusing almost exclusively on liability and giving short shrift to the damages analysis — resulting in an aspirational damages estimate that falls apart under scrutiny, say Cindy Ahn and Justin Maleson at Longford Capital and Casey Grabenstein at Saul Ewing.

• Avoiding Inadvertent Privilege Waivers In E-Communications

  

  Attorneys at WilmerHale highlight recent developments in privilege law, the significant challenges raised by nontraditional working arrangements popularized during the pandemic, and ways to avoid waiving attorney-client privilege when using electronic communications.

• PE Minority Investments Offer Alternative Capital During Crisis

  

  Cash-strapped companies looking for alternative sources of capital during the pandemic can take advantage of private equity funds’ newfound willingness to make minority investments, which can bring managerial, financial, technical and industry expertise to a business in exchange for considerable control over ongoing operations, say attorneys at Winston & Strawn.

• SBA Guidance On PPP Loan Forgiveness Has Shortcomings

  

  The Small Business Administration’s Paycheck Protection Program loan forgiveness application and interim final rule give borrowers the guidance to make critical operational decisions, but also perpetuate ambiguity, complicated calculations and the threat of investigations, says Amal Dave at Arent Fox.

• 5 Tips For Drafting Effective Legal Billing Guidelines

  

  To properly manage outside counsel, it's imperative for a company's legal department to implement and maintain rules on what they will and won't pay for, on staffing cases and requesting rate increases, and on how matters will be handled, says Chris Seezen at Quovant.

• Strategies For Managing Calif. Litigation As Courts Reopen

  

  As state and federal courts in California begin to reopen, strategic decisions need to be made about where cases should be filed, public and private perception of litigation conduct, alternative plans for discovery, and more, says attorney Steven Brower.

• Opinion

  Don't Cancel Your Summer Associate Programs

  

  While pulling off an effective summer associate program this year will be no easy feat, law firms' investments in their future attorneys should be considered necessary even during this difficult time, says Summer Eberhard at Major Lindsey.

• A Bankruptcy Probe Primer For White Collar Attorneys

  

  As white collar attorneys are increasingly asked to assist with bankruptcy-related investigations by unsecured creditors due to the current economic environment, they should follow best practices concerning discovery, appointment of independent board members, and malpractice claims, say attorneys at Lowenstein Sandler.

• Pandemic Elevates Cos.' Compliance Risks In Latin America

  

  While Latin American governments respond to pandemic-related financial needs, multinational companies face elevated compliance risks from increased interaction with government officials, and new enforcement policies related to the misappropriation of funds, expedited government contracting, increased transparency and monitoring, and international cooperation, say attorneys at K&L Gates.

• 5 Ways To Reduce Post-Pandemic Legal Malpractice Exposure

  

  History suggests that legal malpractice claims will rise following the current economic downturn, and while a certain percentage of the claims will be unavoidable, there are prophylactic steps that law firms can take, says John Johnson at Cozen O'Connor.

• CARES Act Will Affect Earnouts, Purchase Price Adjustments

  

  M&A professionals must be mindful of the CARES Act's implications for certain definitions in transaction documents — including earnings before interest, taxes, depreciation and amortization, net working capital, and indebtedness — as they will shape future earnout provisions and purchase price adjustments, say advisers at Holland & Knight and Daszkal Bolton.

• Leaving The Tort System Behind Via Corporate Risk Transfer

  

  With an increasingly litigious tort environment for corporate defendants, companies holding legacy liabilities would do well to investigate a capital markets solution for transferring their risks, say Mark Hemmann at FARA LLC and Peter Kelso at Roux Associates.