Securities

Expert Analysis

• Why SPACs Should Consider Captive Insurance

  

  With the growing popularity of special purpose acquisition companies and the rising costs and challenges of acquiring directors and officers insurance, captive insurance could provide several benefits for SPACs seeking to protect against shareholder lawsuits, say Jeffrey Raskin and Lauren Burke at Morgan Lewis.

• Safeguarding Privileged Communications In A Remote World

  

  With the pandemic ushering in remote collaboration tools, counsel must revisit fundamentals of the attorney-client privilege and the work-product doctrine, study cases involving email and other recent technologies, and follow 10 best practices to protect confidentiality, say attorneys at DLA Piper.

• Opinion

  SEC Should Get Behind Shareholder Voting Transparency

  

  Incoming U.S. Securities and Exchange Commission Chairman Gary Gensler should signal his support for a database through which fund managers could submit their proxy voting plans to improve the integrity of the currently broken system, says Lawrence Cunningham at GW Law.

• Opinion

  The UK Needs Safe Harbors For Libor's Wind-Down

  

  A synthetic Libor could come to the aid of tough legacy contracts when Libor ceases to exist later this year, but the U.K. should legislate safe harbors to mitigate transaction risk during the transition, say former Federal Reserve Bank of New York general counsel Thomas Baxter and former London Commercial Court Judge Sir William Blair.

• 4 Areas Of Cyberattack Vulnerability For Law Firms

  

  Recent data breaches involving Goodwin and Jones Day show that cyberattacks are very real threats to the legal profession, especially in the era of remote work, so law firms should revisit common business practices that expose them to unnecessary risks, says Ara Aslanian at Inverselogic.

• Capital-Raising Strategy After SEC's Private Offering Rules

  

  Emerging companies and investors stand to benefit from expanded investment opportunities provided by the U.S. Securities and Exchange Commission's amended private securities offering rules, but the framework also warrants new considerations for formulating and implementing private capital-raising plans, says Scott Jablonski at Berger Singerman.

• How To Help Your Witnesses Overcome Hindsight Bias

  

  Witnesses facing tricky questions from opposing counsel often find themselves engaging in hindsight bias, when they use present knowledge to second-guess past actions, but these problematic thought processes can be overcome during deposition or trial preparation through tough questions and some catharsis, says Merrie Jo Pitera at Litigation Insights.

• Key Takeaways From SEC's Enhanced ESG Disclosure Focus

  

  Attorneys at WilmerHale analyze the U.S. Securities and Exchange Commission's recent initiatives around corporate disclosures related to climate change and other environmental, social and governance matters, and discuss what companies should expect from the commission's ESG policy and enforcement going forward.

• NJ 'Reply All' Ethics Opinion Brings New Pitfalls For Attorneys

  

  While a recent New Jersey ethics opinion rightly concluded that an attorney cannot claim an ethics violation when opposing counsel replies all to a group email including clients, it runs counter to stances taken by other states and presents new dangers of confidentiality breaches and unfiltered messages to opposing parties, says Roger Plawker at Pashman Stein.

• And Now A Word From The Panel: There's No Place Like Home

  

  As parties in the Folgers Coffee Marketing and Sales Practices Litigation prepare to argue why the case should be held in their respective home states, the weight the Judicial Panel on Multidistrict Litigation gives to different factors in reaching its decision will be of interest to all MDL practitioners, says Alan Rothman at Sidley.

• Opinion

  SEC Shouldn't Target Funds With New ESG Task Force

  

  The U.S. Securities and Exchange Commission's new environmental, social and governance enforcement initiative’s focus on investment advisers and funds is misguided and could distract from the pursuit of true misconduct stemming from material omissions in corporate disclosures, upon which fund strategies are based, say Richard Kirby and Beth-ann Roth at R K Invest Law.

• 3 Arthrex-Adjacent High Court Cases Could Affect PTAB's Fate

  

  As patent practitioners await a decision on the constitutionality of Patent Trial and Appeal Board judges in U.S. v. Arthrex, they should keep their eyes on three other pending U.S. Supreme Court cases that, while not IP-related, involve overlapping legal issues, including the severability doctrine, says William Milliken at Sterne Kessler.

• Series

  Judging A Book: Bibas Reviews Rakoff's 'Why The Innocent Plead Guilty'

  

  In "Why the Innocent Plead Guilty and the Guilty Go Free,” U.S. District Judge Jed Rakoff catalogues the many ways our criminal justice system is broken, and in doing so, gives the public an intimate look into the thoughts, reasoning and personal experiences of a renowned federal judge, says Third Circuit Judge Stephanos Bibas.

• How Nonfungible Tokens Could Disrupt The Legal Landscape

  

  Questions are beginning to emerge as to how the new technology known as nonfungible tokens — which can represent ownership of a digital asset or authenticate real-world collectibles — will interact with existing law, particularly with respect to patents, ownership rights, copyright and securities, say Ali Dhanani and Chris Sabbagh at Baker Botts.

• 6 CFIUS Considerations For De-SPAC Transactions

  

  As financial regulators increase scrutiny on special purpose acquisition companies, SPAC sponsors and their prospective targets need to be aware that the merger following the initial public offering — the de-SPAC — may be subject to the Committee on Foreign Investment in the United States' jurisdiction and may even trigger a mandatory filing, say attorneys at Kirkland.