What Cos. Should Know About D&O Policy Landscape In 2022

Directors and officers liability insurance issues are likely to evolve this year against the backdrop of a new COVID-19 variant, rising inflation and other developments, particularly with regard to antitrust-related enforcement, special purpose acquisition companies, pandemic-related liability and cybersecurity, says Christina Lincoln at Robins Kaplan.

Lessons On Conflicted-Party Transactions From NC Ruling

The North Carolina Supreme Court's recent Reynolds American v. Third Motion Equities Master Fund decision, affirming the use of deal price in conflicted-party transactions, holds important implications for future corporate acquisitions in states that have adopted the Model Business Corporation Act, say attorneys at Foley & Lardner.

How AI Can Transform Crisis Management In Litigation

Attorneys should understand how to use rapidly advancing artificial intelligence technology to help clients prepare for potential catastrophic events and the inevitable litigation arising from them, from predicting crises before they occur to testing legal theories once they arise, say Stratton Horres at Wilson Elser and David Steiger.

Opinion

SEC Sacrifices Process To Block New Proxy Adviser Rules

The U.S. Securities and Exchange Commission's about-face on its recently passed reforms concerning proxy advisers is an example of how Chair Gary Gensler has forgone deliberation and bipartisanship to pursue his ambitious agenda — which is emblematic of the increasing politicization of the commission, says David Dragics at the National Investor Relations Institute's Advocacy Committee.

Supervisor Relationships Are Key To Beating Atty Burnout

In order to combat record attorney turnover and high levels of burnout, law firm partners and leaders must build engaging relationships with supervisees, fostering autonomy and control, enabling expression of values, and building a sense of community and belonging, says Anne Brafford at the Institute for Well-Being in Law.

The New Antitrust Agenda's Impact On Energy And Chemicals

The Biden administration's antitrust enforcers have already left their mark on the energy and chemicals industries, with longer and more frequent investigations, lower standards for second requests on mergers, and a wider range of concerns in merger reviews, say attorneys at V&E.

Opinion

FTC Rulemaking Risks Expansion Of Unfair-Method Bounds

The Federal Trade Commission's plan to issue rules defining unfair methods of competition under Section 5 of the FTC Act arguably exceeds the commission's power, and isn't justified, because the current case-by-case approach to promoting competition through adjudication is preferable, says Sean Gates at Charis Lex.

What To Expect From Merger Guideline Modernization

The U.S. Department of Justice's and Federal Trade Commission's recent request for comment on amending the merger review guidelines provides perhaps the clearest indication yet of where guideline revisions might focus, including on structural presumptions, the role of market definition and the effect of transactions on labor, say attorneys at MoFo.

The Rising Demand For Commercial Litigators In 2022

Amid broken supply chains, pandemic-induced bankruptcies and a rise in regulation by litigation, strong commercial litigators — strategists who are adept in trying a range of tortious and contractual disputes — are becoming a must-have for many law firms, making this year an opportune moment to make the career switch, say Michael Ascher and Kimberly Donlon at Major Lindsey.

Biden's Antitrust Shift May Play Out On The Golf Course

The Biden administration's tougher stance on antitrust enforcement could bring about changes in professional golf, particularly restrictions on non-PGA tournaments and broadcasts, says Tad Lipsky at George Mason University.

Antitrust's 1900s Nostalgia In The US And Beyond

President Joe Biden's appointees will continue to pursue a return to a previous antitrust era this year — the Federal Trade Commission, in particular, is dusting off its old tools — and similar developments are occurring in Europe and Asia, says Maureen Ohlhausen at Baker Botts.

Key Contract Lessons In Del. Justices' Hotel Deal Ruling

The Delaware Supreme Court recently ruled in AB Stabile v. MAPS Hotels that a Chinese financial conglomerate breached a hotel sale agreement's standard ordinary course covenant, providing significant insight on the meaning and application of these contracts, and the need for consent on material changes prior to closing, say attorneys at Quinn Emanuel.

Opinion

FTC Merger Policy Shifts May Spur Uncertainty And Risk

The Federal Trade Commission's recent measures to reshape enforcement priorities on vertical merger guidelines, prior approval and warning letters may increase uncertainty for companies seeking approval for their transactions, and require earlier attention to the process, say attorneys at Wiggin and Dana.

Evaluating Director Protections After Del. Bankruptcy Ruling

The Delaware Bankruptcy Court's recent decision in Friedman v. Wellspring Capital, outlining the conditions under which an alleged duty of loyalty breach can survive a motion to dismiss, may undermine corporate decision makers' ability to negotiate for what are customary and necessary protections as they manage distressed entity transactions, say attorneys at Ropes & Gray.

Opinion

FTC Should Rethink Market Issues In Facebook Case

The Federal Trade Commission's antitrust prosecution of Meta Platforms, formerly Facebook, may have survived the initial litigation stage this week, but the case still does not embrace the markets it purports to fix, says David Reichenberg at Cozen O'Connor.