Expert Analysis

• How CMS Fraud Priorities Complicate Provider Acquisitions

  

  As the Centers for Medicare & Medicaid Services steps up usage of its affiliates authority and post-transaction audits, parties contemplating the acquisition or sale of home health and hospice providers should take steps to avoid the potential suspension of Medicare billing privileges, say attorneys at Alston & Bird.

• Opinion

  Exxon's Retail Voting Program Is A Trap For Retail Investors

  

  The U.S. Securities and Exchange Commission approved Exxon Mobil's first-of-its-kind proxy voting program last September, but ahead of the company's annual shareholder meeting next month, it's clear that retail shareholders have delegated their voice to the entity their vote exists to check, says Christina Sautter at Southern Methodist University.

• OFAC Signals Sanctions Diligence Can't Stop At 50% Rule

  

  Recent guidance from the Office of Foreign Assets Control, along with several enforcement actions looking beyond the 50% formal ownership requirement, sends a clear message that sanctions due diligence must consider a variety of factors, including degree of control, practice of actual dealings and the involvement of proxies, say attorneys at Jenner & Block.

• Series

  Officiating Football Makes Me A Better Lawyer

  

  Though they may seem to have little in common, officiating football has sharpened many of the same skills that define effective lawyering in management-side labor and employment: preparation, judgment, composure, credibility and ability to make difficult decisions in real time, says Josh Nadreau at Fisher Phillips.

• Shifts At DOJ Alter Corporate Self-Disclosure Calculus

  

  Though the Justice Department's new criminal enforcement policy clarifies the benefits of corporate self-disclosure, recent changes to prosecutorial priorities and resources mean that companies should reassess whether cooperation incentives still outweigh the risks of nondisclosure, says Hui Chen at CDE Advisors.

• Series

  Law School's Missed Lessons: How To Draft Pleadings

  

  Most law school graduates step into their first jobs without ever having drafted a complaint, answer, motion or other type of pleading, but that gap can be closed by understanding the strategy embedded in every filing, writing with clarity and purpose, and seeking feedback at every step, says Eric Yakaitis at Haug Barron.

• Evaluating Congressional Investigation Risk In Deal Diligence

  

  Given the increasing frequency and sophistication of congressional investigations into corporate business practices, companies conducting transactional due diligence should add procedures to assess and mitigate the unique challenges and wide-ranging risks that can arise from Capitol Hill’s scrutiny, say attorneys at Covington.

• E-Discovery Quarterly: Recent Rulings On ESI Control

  

  Several recent federal court decisions have perpetuated a split over what constitutes “control” of electronically stored information — with judges divided on whether the standard should turn on a party's legal right or practical ability to obtain the information, say attorneys at Sidley.

• The Challenge Of Stabilizing Rural Hospitals On The Brink

  

  The outlook for rural hospitals has grown more concerning, as recent policy and regulatory developments are decreasing hospital revenues and increasing the cost of uncompensated care, which may result in additional hospital closures, service reductions, or mergers and acquisitions, say Omur Celmanbet, Kristy Piccinini and Sabiha Quddus at FTI Consulting.

• Del. Ruling Shows Power Of Postclose Governance Provisions

  

  After the Delaware Court of Chancery reinstated a target company's CEO as part of the equitable remedy in Fortis Advisors v. Krafton, deal parties should emphasize the importance of postclosing governance provisions to earnout economics, knowing that they will have to live with these provisions for the duration of the earnout period, say attorneys at Sidley.

• Employer Considerations After FTC's Noncompete Warning

  

  In light of Federal Trade Commission leadership's recent message that the agency remains committed to challenging noncompetes that operate as restraints of trade, employers should take several practical steps in order to reduce regulatory risk, including auditing existing agreements and narrowing restrictions, says Christopher Pickett at UB Greensfelder.

• 2 Discovery Rulings Break With Heppner On AI Privilege Issue

  

  While a New York federal court’s recent ruling in U.S. v. Heppner suggests that some litigants’ communications with AI tools are discoverable, two other recent federal court decisions demonstrate that such interactions generally qualify for work-product protection under the Federal Rules of Civil Procedure, says Joshua Dunn at Brown Rudnick.

• Series

  Isshin-Ryu Karate Makes Me A Better Lawyer

  

  My involvement in martial arts, specifically Isshin-ryu, which has principles rooted in the eight codes of karate, has been one of the most foundational in the development of my personality, and particularly my approach to challenges — including in my practice of law, says Kaitlyn Stone at Barnes & Thornburg.

• Opinion

  State Bars Need To Get Specific About AI Confidentiality

  

  Lawyers need to put actual client information into artificial intelligence tools to get their full value, but they cannot confidently do so until state bars offer clear, formal authority on which plan tiers of the three most popular generative AI tools are safe to use when sharing specific client details, says attorney Nick Berk.

• Series

  Alpine Skiing Makes Me A Better Lawyer

  

  Skiing has shaped habits I rely on daily as an attorney — focus, resilience and the ability to remain steady when circumstances shift rapidly — and influences the way I approach legal strategy, client counseling and teamwork, says Isaku Begert at Marshall Gerstein.