Corporate

Expert Analysis

• Mindbody Deal Case Provides Conflict Takeaways For Boards

  

  The Delaware Chancery Court's recent decision in Mindbody illustrates how courts assess alleged management conflicts in M&A litigation, but the case's core lesson is the need for boards of directors to uncover and manage actual and potential conflicts of interest in the sale process — in particular, those of the lead negotiators, say Tyler O'Connell and Albert Carroll at Morris James.

• 7 Tips For Predeposition Meetings Under New Federal Rule

  

  Attorneys can use a new predeposition meet-and-confer obligation for federal litigation — taking effect Tuesday — to better understand and narrow the topics of planned testimony, and more clearly outline the scope of any discovery disputes, says James Wagstaffe at Wagstaffe von Loewenfeldt Busch.

• How To Prepare For Congressional Investigations In 2021

  

  Congressional investigations in the health care, financial services, fossil fuel and technology sectors are likely to intensify next year amid a highly partisan environment, and companies that may be targets should get ready for testimony and document production well before an inquiry, say attorneys at Hogan Lovells.

• Opinion

  The Ill-Fated Emergence Of The Bitcoin Balance Sheet

  

  Other corporations may follow MicroStrategy's lead and invest in problematic Bitcoin, in what appears to be a new chapter of irresponsible corporate behavior, says cybersecurity consultant John Reed Stark.

• Ethics Reminders As Employees Move To Or From Gov't

  

  Many organizations are making plans for executives to go into government jobs, or for government officials to join a private sector team, but they must understand the many ethics rules that can put a damper on just how valuable the former employee or new hire can be, say Scott Thomas and Jennifer Carrier at Blank Rome.

• 5 Tips For In-House Counsel Anticipating Cyber Class Actions

  

  In light of a 270% increase in data breaches this year, and the attendant class actions, in-house counsel can prepare to efficiently manage litigation by focusing on certain initial steps, ranging from multidistrict litigation strategy to insurance best practices, say David McDowell and Nancy Thomas at MoFo.

• When It Comes To SEPs, Act Locally But Enforce Globally

  

  Because recent standard-essential patent decisions in the U.S., the U.K., China and Germany may signal a trend toward a greater international influence on global royalty rates by individual national jurisdictions, potential licensors and licensees may need to adjust their enforcement strategies, says Mauricio Uribe at Knobbe Martens.

• 4th Circ. Ruling Shows Limits To ADA Accommodation Claims

  

  The Fourth Circuit’s recent denial of an Americans with Disabilities Act claim in Elledge v. Lowe's instructs employers on how to analyze accommodation requests and illustrates when disabled employees may not be entitled to special priority for reassignment, says Phillip Kilgore at Ogletree.

• Del. Solera D&O Decision May Have Limited Impact

  

  While the Delaware Supreme Court's recent decision in Solera is a blow for companies in the state seeking protection for certain key appraisal proceedings, the ruling hinges on the insurers' narrow definition of a violation that will trigger directors and officers coverage for securities-related claims, making it unlikely that other jurisdictions will follow suit, say attorneys at Hunton.

• A Key To Helping Clients Make Better Decisions During Crisis

  

  As the pandemic brings a variety of legal stresses for businesses, lawyers must understand the emotional dynamic of a crisis and the particular energy it produces to effectively fulfill their role as advisers, say Meredith Parfet and Aaron Solomon at Ravenyard Group.

• Expect Major Changes In Aerospace And Defense Under Biden

  

  President-elect Joe Biden is expected to significantly shift aerospace and defense industry priorities, revoke certain Trump administration government contractor policies, strengthen "Buy American" requirements, and increase use of defense and NASA budgetary authority to combat climate change, say attorneys at Hogan Lovells.

• A Wage And Hour Compliance Reminder For Nonprofit Boards

  

  As many nonprofits face budget shortfalls due to the pandemic, the one-year anniversary of the Massachusetts Supreme Judicial Court’s decision in Lynch v. Crawford reminds board-level volunteers that they could be found personally liable for wage violations, despite qualified immunity provided by federal and state law, say attorneys at Casner & Edwards.

• DOJ's Visa-Plaid Challenge Shows Email Can Imperil A Deal

  

  The U.S. Department of Justice used a trove of internal Visa email and other communications to show how the $5.3 billion Plaid merger might limit competition — providing a cautionary tale of how internal documents can endanger a transaction that shows few antitrust concerns on the surface, says Tammy Zhu at Medallia.

• Mitigating Supply Chain Risks Related To Uighur Forced Labor

  

  In light of recent U.S. actions concerning China’s purported forced labor of Uighurs — an ethnic minority long targeted by the Chinese government — companies should conduct human rights due diligence, implement grievance mechanisms to capture abuses in their supply chains, and review supplier contracts, says Betsy Popken at Orrick.

• What To Expect From DOJ Enforcement Under Biden

  

  Companies shouldn't fear a rapid uptick in overall corporate enforcement actions by the U.S. Department of Justice under a new Democratic administration, but should anticipate a shift in focus away from immigration cases toward COVID-19-related fraud and civil rights reform, say Sandra Moser and Kenneth Polite at Morgan Lewis.