Expert Analysis

• Del. Justices' Ripeness Ruling Shields Advance Notice Bylaws

  

  The Delaware Supreme Court’s recent decision, dismissing two AES and Owens Corning stockholder challenges of advance notice bylaws as unripe, provides corporations more room to insulate their nomination procedures from activist pressure, say attorneys at Reed Smith.

• Operational AI Washing: Fortifying The Disclosure Record

  

  The same artificial intelligence-driven workforce narratives that once appeared in earnings calls and Form 8-Ks can easily become raw material for future operational AI washing claims, so companies must be careful when drafting public disclosures because winning a federal motion to dismiss starts months before a lawsuit is ever filed, say attorneys at Akerman.

• Tax Teams Get No Bright-Line Rule From AI Privilege Cases

  

  Three recent appellate decisions that considered artificial intelligence in the context of attorney-client privilege protections illustrate that taxpayers and tax practitioners alike must consider the pertinent facts on a case-by-case basis, with particular attention to confidentiality, disclosure risk and system design, say attorneys at Morgan Lewis.

• Claiming The Narrative Before The SEC Files Charges

  

  Following the U.S. Securities and Exchange Commission's recent rescission of its no-deny rule, Scott Schneider at FTI Consulting, a former U.S. Securities and Exchange Commission communications official, details when and how to publicly respond to news of a pending regulatory inquiry targeting your company.

• Looking Beyond Calif. Climate Laws As NY Bills Advance

  

  California's climate disclosure legislation has made emissions and risk reporting a practical reality — and now that New York is working on its own climate disclosure bills, companies must confront a future in which compliance systems will need to be ready for multiple states' reporting regimes, says Thierry Montoya at FBT Gibbons.

• Cuba Sanctions Shift Puts Foreign Cos. In OFAC's Crosshairs

  

  A recent executive order marks an extreme shift for foreign companies whose Cuban dealings have no relation to the U.S. and are entirely lawful under the laws of their home jurisdictions, such that their existing ring-fence protocols no longer offer protection from the Office of Foreign Assets Control’s secondary sanctions, says Jeremy Paner at Hughes Hubbard.

• SEC Enforcement Has Continued Its Asset Management Focus

  

  While the total number of U.S. Securities and Exchange Commission enforcement actions is down, certain novel theories of liability have been abandoned, and the SEC has embraced a back-to-basics posture, most of the regulatory risks for asset managers that existed in the prior commission have not gone away, say attorneys at Weil.

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  NY Times Word Puzzles Make Me A Better Lawyer

  

  Every morning I let The New York Times humble me with word games, which offer a chance to recalibrate my brain before the day's chaos arrives and remind me that a solution — whether to a puzzle or employment law issue — almost always exists once I find the right angle, says Amy Epstein Gluck at Pierson Ferdinand.

• Big Issues Linger After Senate Prediction Market Trading Ban

  

  Whether the Senate can — or should — extend prediction market trading restrictions beyond itself will test not only the boundaries of insider trading law, but also the structural limits of legislative power in an era where information itself has become a tradable asset, say attorneys at Benesch.

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  Law School's Missed Lesson: Diagnose Before Arguing

  

  Law school often skips over explicitly teaching students how to determine what kind of problem a case presents before they commit to a particular doctrinal path, which risks building arguments that are internally coherent but externally misaligned, says Melanie Oxhorn at Kobre & Kim.

• Becoming The Biz-Savvy GC That Portfolio Companies Need

  

  Candidates for general counsel roles at private equity-backed portfolio companies should prioritize proving their sector-specific experience, commercial judgment and ease with uncertainty — and attorneys hoping to be candidates in five to 10 years should start working on those skills now, says Dimitri Mastrocola at Major Lindsey.

• Operational AI Washing: The Section 220 Information Strategy

  

  Plaintiffs filing AI washing claims will likely use Section 220 of the Delaware General Corporation Law to obtain internal board records, but 2025 amendments have fundamentally changed the landscape of presuit shareholder document demands in ways that create both risk and opportunity for companies, say attorneys at Akerman.

• Del. Dispatch: The Hurdles To Early Fraud Claim Dismissal

  

  Particularly where the alleged facts may suggest potentially blatant or egregious misconduct, the pleading-stage standards highlighted in the Delaware Court of Chancery's recent decision in Diem v. Maisonette provide a ready route for the nondismissal of claims before a trial, say attorneys at Fried Frank.

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  Judges On AI: How Courts Can Survive The Tech Revolution

  

  Colorado Supreme Court Justice Maria Berkenkotter and Colorado Court of Appeals Judge Lino Lipinsky de Orlov discuss how artificial intelligence has already fundamentally altered the legal system and offer tips for courts navigating deepfakes, hallucinations and a gap in access to AI tools.

• AI Investment Advice May Fail Investor Protection Rules

  

  Based on an ongoing study of artificial intelligence platforms' investment advice given to retail investors, direct access to AI may not yield recommendations for typical households that are suitable under relevant securities rules, raising new and important issues in the regulation of financial markets, says Bruce Carlin at Rice University.