Expert Analysis

• Del. Dispatch: More Earnout Guidance From Chancery

  

  The Delaware Court of Chancery's recent decision in Georgia Security Solutions v. NewCBN reaffirms that a procedure resembling a traditional accountant true-up will generally be interpreted as calling for an expert determination, not an arbitration, and highlights the need for clarity in drafting earnout provisions, say attorneys at Fried Frank.

• 3 Lessons From Crypto For Attys Entering The AI Space

  

  Lawyers transitioning into roles at artificial intelligence companies can take several lessons from the evolution of the cryptocurrency space on how to manage regulatory ambiguity, weigh open-versus-closed technology models and build compliance safeguards as AI rules take shape, says Rebecca Rettig at Jito Labs.

• SEC's Long-Awaited Crypto Rule Is 1st Piece Of Larger Puzzle

  

  The U.S. Securities and Exchange Commission's recently proposed crypto rule provides issuers with a workable exempt offering framework but leaves holder-side questions for forthcoming rules, meaning compliance officers and counsel will have to work from an incomplete picture for now, says Josh Burton at Silver Regulatory Associates.

• How Economic Analysis Informs Consumer Lending Disputes

  

  A new wave of consumer lending class actions makes clear that economic analysis of control, pricing, repayment risk and borrower behavior will be central to litigation involving fintech platforms, earned wage access products and online lending models as regulatory enforcement recedes, say economists at The Brattle Group.

• Q3 Numbers Refine Picture Of SEC Enforcement Trajectory

  

  A snapshot of the U.S. Securities and Exchange Commission’s third-quarter enforcement actions suggest the program may be smaller than in prior years, but that it is increasingly concentrated around market abuse and individual misconduct, especially related to insider trading, say Adrienna Huffman, Jan Jindra and Erik Johannesson at The Brattle Group.

• Calif. Ruling Opens Del. Cos. Up To Stockholder Inspection

  

  A California appellate court's recent decision in Salamon v. Orchid Global underscores that despite last year's amendments to the Delaware General Corporation Law, Delaware companies with principal operations in California remain subject to California's broader and more stockholder-protective inspection regime, say attorneys at Sheppard.

• Series

  Taekwondo Makes Me A Better Lawyer

  

  Taekwondo has taught me to recognize when to fight for a position and when to focus on finding a solution, and that the best outcomes are often achieved by solving problems — all of which has improved my work as a bankruptcy lawyer, mediator and Subchapter V trustee, says Amy Denton Mayer at Berger Singerman.

• NC Crypto Kiosk Law Opens Door To Stricter Fraud Regs

  

  North Carolina's new cryptocurrency kiosk law will force operators to build fraud-screening, disclosure and compliance systems before the end of the year, while also providing an opening for more stringent city and county limits on kiosk placement and operations, say attorneys at Moore & Van Allen.

• Del. Ruling Clarifies Public Benefit Corp. Fiduciary Duties

  

  In Drakes Landing v. Tilden Park, the Delaware Court of Chancery recently provided landmark guidance for directors of Delaware public benefit corporations on the fiduciary duties they owe, highlighting that change-of-control transactions may now be protected from challenge under the state's 2025 safe harbor amendments, say attorneys at Richards Layton.

• Student Loan Suit Draws Line On Testimony In Trust Litigation

  

  A recent interlocutory opinion from the Southern District of New York shows securitization experts can explain servicing practices but cannot substitute for authenticated loan-level ownership proof or intent evidence, signaling that parties in student loan trust cases should sharpen recordkeeping and tracing strategies, says attorney Stanley Tate.

• Del. Boeing Ruling Shows How Compliance Defeats Caremark

  

  The Delaware Chancery Court's recent dismissal of shareholder litigation against Boeing's board in the wake of the Alaska Airlines door-plug blowout incident carries significant lessons for shareholders pursuing Caremark claims, and for corporate counsel advising boards on oversight obligations, says Brian Rostocki at Reed Smith.

• 4th Circ. Class Cert. Ruling Offers Tips For Damages Experts

  

  The Fourth Circuit's recent decision reversing class certification in litigation against Boeing raises the cost of a bare-bones damages model proposal for plaintiffs, but it also clarifies what a defensible proposal should contain, say Alok Khare and Erica Rose at FTI Consulting.

• Opinion

  A Guiding Principle For The SEC On Exempt Capital Markets

  

  The U.S. Securities and Exchange Commission's recently proposed Regulation Crypto Assets borrows selectively from other capital-raising exemptions while giving crypto issuers materially different terms, and those unexplained differences reveal the need for a regulatory approach of presumptive parity, says Brian Christie at the Crowdfunding Professional Association.

• What To Know As Legal Duty To Consider AI Takes Shape

  

  While the U.K. Jurisdiction Taskforce’s recent statement on liability for artificial intelligence harms is nonbinding for both U.K. and U.S. lawyers, it highlights the importance of being able to distinguish between the availability of a tool and a professional obligation to use it, say Jonny Frank and Michael Costa at StoneTurn.

• What Cos. Should Do During Stay Of Nasdaq Delisting Rule

  

  The U.S. Securities and Exchange Commission recently approved — and subsequently stayed — Nasdaq's $5 million market value threshold for continued listing, giving companies additional time to evaluate financing opportunities, communicate with investors and consider strategic alternatives, says Joseph Lucosky at Lucosky Brookman.