Expert Analysis

• Chancery Reaffirms Very High Bar For Board Liability On Deal

  

  The Delaware Court of Chancery's recent decision in a Block shareholder's suit over the purchase of Tidal serves as a reminder that an independent and disinterested board will not have liability unless it did not act in good faith — even when the court strongly criticizes flawed processes and the business decision, say attorneys at Fried Frank.

• Indemnification In Exec Separation Deals: Read The Fine Print

  

  The Delaware Chancery Court’s recent decision denying the former CEO of space infrastructure company Momentus the advancement of legal fees highlights the importance of considering post-employment indemnification and advancement rights in executive separation agreements, says Daniel Morgan at Blank Rome.

• High Court Underscores DOJ's Role In Policing FCA Litigation

  

  The U.S. Supreme Court's decision in Polansky v. Executive Health Resources reaffirms that the government has final say in False Claims Act cases, allowing for meaningful guardrails that deter private litigators from seeking to regulate industries that Congress has delegated to expert administrative agencies, say attorneys at Ropes & Gray.

• 5 Management Tips To Keep Law Firm Merger Talks Moving

  

  Many law firm mergers that make solid business sense still fall apart due to the costs and frustrations of inefficient negotiations, but firm managers can increase the chance of success by effectively planning and executing merger discussions, say Lisa Smith and Kristin Stark at Fairfax Associates.

• What 3rd Circ. Niaspan Decision Means For Class Cert.

  

  The Third Circuit's recent denial of class certification in the Niaspan antitrust case underscores its particularly stringent understanding of the implicit ascertainability requirement, which further fuels confusion in the courts, threatens uneven results and increases the risk of forum shopping, says Michael Lazaroff at Rimon Law.

• An Overview Of The Blockchain Patent Litigation Landscape

  

  There are now nearly 10,000 issued blockchain patents, and several cases have been filed that will affect the future of blockchain patent litigation, which may ultimately raise novel questions in patent law, say attorneys at Kramer Levin.

• The Texas Two-Step May Be Losing Steam

  

  The Texas Two-Step is a powerful bankruptcy strategy that has been used in recent high-profile cases, including Johnson & Johnson’s talc unit bankruptcy case, but ongoing debate and legal challenges raise the question of whether this maneuver is losing reliability, say Brendan Best and Justin Allen at Varnum.

• New NJ Law Creates Flexibility For Corporate Conversion

  

  Come November, the new conversion provisions in New Jersey's recently enacted S.B. 142 will provide corporations and LLCs with additional flexibility in structuring certain types of common business and investment transactions, representing an important step for the incorporation of businesses in the state, say attorneys at McCarter & English.

• 3 Abortion Enforcement Takeaways 1 Year After Dobbs

  

  A year after the U.S. Supreme Court overturned the constitutional right to abortion in Dobbs v. Jackson Women’s Health Organization, confusion continues to abound amid the quagmire of state-level enforcement risks, federal efforts to protect reproductive health care, and fights over geolocation data, say Elena Quattrone and Sarah Hall at Epstein Becker.

• Rethinking In-Office Attendance For Associate Retention

  

  The hybrid office attendance model doesn't work for all employees, but it does for many — and balancing these two groups is important for associate retention and maintaining a BigLaw firm culture that supports all attorneys, says Summer Eberhard at Major Lindsey.

• Bittrex Bankruptcy Order Highlights Creative Crypto Financing

  

  In a recent first, the Delaware bankruptcy court authorized Bittrex to obtain post-petition financing solely in bitcoin from the debtor-in-possession lender, an order that may serve as a catalyst for future debtors to explore creative mechanisms for crypto financing and payback, says Kyle Arendsen at Squire Patton.

• What Innovators Can Expect In The Patent World After Amgen

  

  After the U.S. Supreme Court's recent Amgen v. Sanofi decision, which invalidated Amgen's patents because the specifications failed to enable the full scope of the invention, innovators should expect more enablement rejections and invalidity challenges, and higher standards overall for obtaining broad genus claims, says Kisuk Lee from Harness IP.

• Greenwashing Suits May Implicate D&O Policies

  

  As consumers, regulators, and state and local governments seek to use litigation to hold companies responsible for alleged greenwashing, businesses facing such claims have a number of approaches available for seeking insurance coverage under directors and officers policies, say attorneys at Haynes Boone.

• Opinion

  ALI, Bar Groups Need More Defense Engagement For Balance

  

  The American Law Institute and state bar committees have a special role in the development of the law — but if they do not do a better job of including attorneys from the defense bar, they will come to be viewed as special interest advocacy groups, says Mark Behrens at Shook Hardy.

• Murdaugh Trials Offer Law Firms Fraud Prevention Reminders

  

  As the fraud case against Alex Murdaugh continues to play out, the evidence and narrative presented at his murder trial earlier this year may provide lessons for law firms on implementing robust internal controls that can detect and prevent similar kinds of fraud, say Travis Casner and Helga Zauner at Weaver and Tidwell.