Expert Analysis

• Shkreli Cos. Bankruptcy Illustrates Novel Subchapter V Trend

  

  Vyera Pharmaceuticals and related companies founded by convicted "Pharma Bro" Martin Shkreli recently filed for bankruptcy under Subchapter V in Delaware, becoming the latest case to show the appeal of the subchapter for debtors with large contingent or unliquidated liabilities seeking a more efficient form of bankruptcy, says Sam Ashuraey at Paul Hastings.

• A Look At Texas Business Courts' Potential M&A Impact

  

  A bill heading to Texas Gov. Greg Abbott's desk is a push for specialist judges with more expertise in the business area, but it is unlikely to have an immediate effect on mergers and acquisition practitioners and contracts, for several important reasons, says Candace Groth at Vela Wood.

• Lessons On Corporate Fiduciary Duties From Del. M&A Case

  

  The recent decision in New Enterprise Associates v. Rich, which held that a contractual covenant by certain stockholders not to challenge specific sales of the company was enforceable, highlights that the Delaware Court of Chancery generally is likely to be receptive to waivers of fiduciary duties that are agreed by sophisticated stockholders, say attorneys at Fried Frank.

• A Lawyer's Guide To Approaching Digital Assets In Discovery

  

  The booming growth of cryptocurrency and non-fungible tokens has made digital assets relevant in many legal disputes but also poses several challenges for discovery, so lawyers must garner an understanding of the technology behind these assets, the way they function, and how they're held, says Brett Sager at Ehrenstein Sager.

• Opinion

  High Court's Ethics Statement Places Justices Above The Law

  

  The U.S. Supreme Court justices' disappointing statement on the court's ethics principles and practices reveals that not only are they satisfied with a status quo in which they are bound by fewer ethics rules than other federal judges, but also that they've twisted the few rules that do apply to them, says David Janovsky at the Project on Government Oversight.

• High Court Amgen Patent Ruling Promotes Medical Innovation

  

  The U.S. Supreme Court's decision last week in Amgen v. Sanofi — the first to enforce the patent enablement requirement in a biotech setting — will be enormously impactful, affecting patent drafting, litigation and licensing, and investment in research and development for life-changing therapies, says Irena Royzman at Kramer Levin.

• Bankruptcy Ruling Guides Secured Lenders On Proxy Rights

  

  The Delaware bankruptcy court’s recent ruling in the case of CII Parent is an example of how a secured lender can utilize proxy rights to affect a borrower's ability to use bankruptcy as a protective tool against lender action, say David Wender and Nathaniel DeLoatch at Eversheds Sutherland.

• A Look At Corwin Cleansing After Chancery Edgio Ruling

  

  The Delaware Chancery Court's denial of Corwin cleansing in an action seeking post-closing injunctive relief in the Edgio stockholders case has potentially significant implications for corporations and their boards in the negotiation of investment agreements with significant stockholders, say attorneys at Cleary.

• Opinion

  Time For Law Schools To Rethink Unsung Role Of Adjuncts

  

  As law schools prepare for the fall 2023 semester, administrators should reevaluate the role of the underappreciated, indispensable adjunct, and consider 16 concrete actions to improve the adjuncts' teaching experience, overall happiness and feeling of belonging, say T. Markus Funk at Perkins Coie, Andrew Boutros at Dechert and Eugene Volokh at UCLA.

• Opinion

  Duty To Oversee ESG Risks Would Erode Biz Judgment Rule

  

  Imposing a duty to oversee ESG business risks on directors and officers is the exact kind of second-guessing that the business judgment rule is supposed to protect against, and it could expose corporate leaders to ruinous liability and disincentivize serving on public company boards, say Stephen Leitzell and Richard Horvath at Dechert.

• Tips For In-House Legal Leaders In A Challenging Economy

  

  Amid today's economic and geopolitical uncertainty, in-house legal teams are running lean and facing increased scrutiny and unique issues, but can step up and find innovative ways to manage outcomes and capitalize on good business opportunities, says Tim Parilla at LinkSquares.

• What Associates Need To Know Before Switching Law Firms

  Excerpt from Practical Guidance

  

  The days of staying at the same firm for the duration of one's career are mostly a thing of the past as lateral moves by lawyers are commonplace, but there are several obstacles that associates should consider before making a move, say attorneys at HWG.

• A Case For Sharing Mediation Statements With Counterparties

  

  In light of a potential growing mediation trend of only submitting statements to the mediator, litigants should think critically about the pros and cons of exchanging statements with opposing parties as it could boost the chances of reaching a settlement, says Arthur Eidelhoch at Eidelhoch Mediation.

• Tackling Long-Tail Legacy Liability Risk: A Defendant's Toolkit

  

  Johnson & Johnson was recently rebuffed in its efforts to employ the "Texas Two-Step," which is likely to affect this increasingly popular method to isolate and spin off large asbestos and talc liabilities, but companies have multiple options to reduce long-tail legacy liability risk, says Stephen Hoke at Hoke LLC.

• A Potent Tool For Boards In Derivative Litigation

  

  The recent Delaware Chancery Court ruling in Baker Hughes illustrates the crucial role special litigation committees play in maintaining board control over derivative litigation, even when the plaintiffs have excused demand on the board to bring the litigation based on the board's nonindependence or conflicts, say attorneys at Fried Frank.