Expert Analysis

• Musk Pay Fight Shows Investor Approval Isn't Universal Cure

  

  The Delaware Court of Chancery's recent denial of a motion revising its prior rescission of Elon Musk's nearly $56 billion compensation package is a reminder of the heightened standard corporate boards must meet in conflicted controller transactions and that stockholder approval doesn't automatically cure fiduciary wrongdoing, say attorneys at A&O Shearman.

• Considering European-Style Lockboxes For US M&A In 2025

  

  The lockbox mechanism, commonly used in Europe, offers an attractive alternative to the postclosing price adjustments that dominate U.S. merger and acquisition transactions in private equity, particularly with the market's demand for transparency likely to remain steadfast under Trump, says Laurent Campo at Potomac Law.

• Compliance Lessons From Raytheon's FCPA Settlement

  

  A recent Foreign Corrupt Practices Act action involving aerospace and defense company Raytheon underscores the importance of risk management related to retaining and overseeing third parties — especially in higher-risk jurisdictions — and the promotion of a companywide culture of compliance, say attorneys at Debevoise.

• Opinion

  Justices Rightly Corrected Course In Nvidia And Facebook

  

  By dismissing both the Nvidia and Facebook class actions, over investors' ability to hold corporations accountable for fraud, the U.S. Supreme Court was right in refusing to favor corporations over transparency, and reaffirmed its commitment to corporate accountability, investor protection and the rule of law, says Laura Posner at Cohen Milstein.

• Del. Dispatch: The 2024 Corporate Cases You Need To Know

  

  The Delaware Court of Chancery in 2024 issued several decisions that some viewed as upending long-standing corporate practices, leading to the amendment of the Delaware General Corporation Law and debates at some Delaware corporations about potentially reincorporating to another state, say attorneys at Fried Frank.

• 2025's Midmarket M&A Terrain May Hold A Few Bright Spots

  

  Attorneys at Stoel Rives assess middle-market merger and acquisition trends, and explain why many dealmakers have turned cautiously optimistic about the sector's 2025 prospects, despite potential inflation and new Federal Trade Commission rules.

• Top 10 Whistleblowing And Retaliation Events Of 2024

  

  From a Florida federal court’s ruling that the False Claims Act’s qui tam provision is unconstitutional to a record-breaking number of whistleblower tips filed with the U.S. Commodity Futures Trading Commission, employers saw significant developments in the federal and state whistleblower landscapes this year, say attorneys at Proskauer.

• What Employers Should Consider When Drafting AI Policies

  Excerpt from Practical Guidance

  

  As generative artificial intelligence continues to evolve and transform the workplace, employers should examine six issues when creating their corporate AI policies in order to balance AI's efficiencies with the oversight needed to prevent potential biases and legal pitfalls, say attorneys at Jackson Lewis.

• When US Privilege Law Applies To Docs Made Outside The US

  

  As globalization manifests itself in disputes over foreign-created documents, a California federal court’s recent trademark decision illustrates nuances of both U.S. privilege frameworks and foreign evidentiary protections that attorneys must increasingly bear in mind, say attorneys at Hunton.

• Why Asset-Based Loans May Suit PE Companies In 2025

  

  As the prospect of higher tariffs and interest rates expands the need for liquidity, private equity investors would do well to explore the timing and provisions of asset-based loans offered in the burgeoning credit-fund sector, say attorneys at McDermott.

• Changes To Expect From SEC Under Trump Nominee

  

  President-elect Donald Trump's nomination of Paul Atkins for U.S. Securities and Exchange Commission chair will likely lead to significant shifts in the Division of Enforcement's priorities, likely focused on protecting retail investors and the stability of the capital markets, say attorneys at Morrison Foerster.

• How New Merger Filing Rules Will Affect Economic Advocacy

  

  New rules from the antitrust agencies significantly change the Hart-Scott-Rodino premerger notification process and will necessitate rigorous economic analysis earlier in the merging process as the information provided in the filings reflects important antitrust considerations, says Andrea Asoni at Charles River.

• 'Minimal Participant' Bar Is Tough To Clear For Whistleblowers

  

  Under the U.S. Department of Justice’s corporate whistleblower pilot program, would-be whistleblowers will find it tough to show that they only minimally participated in criminal misconduct while still providing material information, but sentencing precedent shows how they might prove their eligibility for an award, say attorneys at MoloLamken.

• 2024 IPO Market Trends, And What To Expect Next Year

  

  The initial public offering market returned to historically typical levels on a deal count basis in 2024 but continued to lag based on proceeds raised due to a larger number of smaller IPOs this year, and signs point to continued ongoing momentum in the next year, say attorneys at Paul Hastings.

• 9 Things To Expect From Trump's Surprising DOL Pick

  

  The unexpected nomination of Rep. Lori Chavez-DeRemer, R-Ore., to lead the U.S. Department of Labor reflects a blend of pro-business and pro-labor leanings, and signals that employers should prepare for a mix of continuity and moderate adjustments in the coming years, say attorneys at Fisher Phillips.