Expert Analysis

• Del. Dispatch: Clarifying Charter Amendment Vote Obligations

  

  The Delaware Court of Chancery recently held in Gunderson v. The Trade Desk that only a majority stockholder vote is needed to approve a company's proposed reincorporation from Delaware to Nevada through a corporate conversion, which bodes well for other companies also considering leaving the First State, say attorneys at Fried Frank.

• What's Still Up In The Air After Ruling On Calif. Climate Laws

  

  A California federal court's recent ruling on challenges to California's sweeping climate disclosure laws resolved some issues, but allows litigation over the constitutionality of the laws to continue, and leaves many important questions on what entities will need to do to comply with the laws unanswered, say attorneys at Paul Hastings.

• Series

  Being A Navy Reservist Makes Me A Better Lawyer

  

  Serving this country in uniform has not only been one of the greatest honors of my life, but it has also provided me with opportunities to broaden my legal acumen and interpersonal skills in ways that have indelibly contributed to my civilian practice, says Phillip Smith at Weinberg Wheeler.

• How To Prepare For Expanded HSR Notification Process

  

  Following the recent publication of the Federal Trade Commission's final rule enhancing premerger reporting requirements under the Hart-Scott-Rodino Act, filing parties can take key steps to comply by the new Feb. 10 effective date, say attorneys at Squire Patton.

• Cos. Should Inventory Issues To Prep For New Congress

  

  As the legislative and oversight agendas of the 119th Congress come into sharper focus, corporate counsel should assess and plan for areas of potential oversight risk — from tax policy changes to supply chain integrity — even as much uncertainty remains, say attorneys at WilmerHale.

• Navigating DOJ's Patchwork Whistleblower Regime

  

  In the past few months, the U.S. Department of Justice and several individual U.S. attorney’s offices have issued different pilot programs aimed at incentivizing individuals to blow the whistle on misconduct, but this piecemeal approach may create confusion and suboptimal outcomes, say attorneys at BakerHostetler.

• So You Want To Move Your Law Practice To Canada, Eh?

  

  Google searches for how to move to Canada have surged in the wake of the U.S. presidential election, and if you’re an attorney considering a move to the Great White North, you’ll need to understand how the practice of law differs across the border, says David Postel at Henein Hutchison.

• A Look At Similarities Between SOX And SEC's Cyber Rule

  

  Just as the Sarbanes-Oxley Act paved the way for greater transparency and accountability in financial reporting, the SEC's cybersecurity rule is doing much the same for cybersecurity, ensuring that companies are resilient in the face of growing cyber threats, says Padraic O'Reilly at CyberSaint.

• Trump Rollback Of Biden Enviro Policies: What To Expect

  

  Donald Trump's upcoming second presidential term will usher significant shifts in U.S. environmental and natural resource law and policy — and while the Biden administration is racing to secure its legacy, the incoming Trump administration is making plans to dramatically roll back most, if not all, of Biden's environmental initiatives, say attorneys at Beveridge & Diamond.

• Class Actions At The Circuit Courts: November Lessons

  

  In this month's review of class action appeals, Mitchell Engel at Shook Hardy discusses six federal court decisions that touch on Rule 23 of the Federal Rules of Civil Procedure, and when individual inquiries are needed to prove economic loss.

• Why K-Cup Claims Landed Keurig In Hot Water With SEC

  

  The U.S. Securities and Exchange Commission's recent settlement with Keurig Dr. Pepper for making incomplete statements regarding the recyclability of K-cup pods highlights the importance of comprehensive corporate disclosures, particularly with respect to ESG matters, say attorneys at BCLP.

• Predicting Shareholder Activism Trends In New Trump Admin

  

  While President-elect Donald Trump has promised tax policies, deregulation and lax antitrust enforcement — which all fuel shareholder activism — a closer look at his first administration's track record suggests that his second presidency might be a mixed bag for activist investors and companies alike, say attorneys at Sidley.

• Destination Skiing And The DOJ's Mountain Merger Challenge

  

  Attorneys at Robins Kaplan consider what the U.S. Department of Justice's second request for information portends for Alterra's acquisition of Colorado's Arapahoe Basin ski area, exploring the potential consequences for market definition, industry consolidation and the transformation of the lift ticket market.

• Putting NYDFS AI Cybersecurity Guidance Into Practice

  

  New guidance from the New York Department of Financial Services explains how financial institutions should assess and mitigate cybersecurity risks associated with artificial intelligence, focusing on four main threats and highlighting how varying environments require specific mitigation measures, say attorneys at Saul Ewing.

• Copyright Questions Surround AI Music Platform Suits

  

  If recent lawsuits filed by the Recording Industry Association of America against two artificial intelligence music platform developers — who maintain that use of copyrighted works to train AI models constitutes fair use — go to trial, this novel issue will make for potentially precedent-setting decisions, says intellectual property lawyer Eric Lane.