Securities

Expert Analysis

• Mindbody Deal Case Provides Conflict Takeaways For Boards

  

  The Delaware Chancery Court's recent decision in Mindbody illustrates how courts assess alleged management conflicts in M&A litigation, but the case's core lesson is the need for boards of directors to uncover and manage actual and potential conflicts of interest in the sale process — in particular, those of the lead negotiators, say Tyler O'Connell and Albert Carroll at Morris James.

• 7 Tips For Predeposition Meetings Under New Federal Rule

  

  Attorneys can use a new predeposition meet-and-confer obligation for federal litigation — taking effect Tuesday — to better understand and narrow the topics of planned testimony, and more clearly outline the scope of any discovery disputes, says James Wagstaffe at Wagstaffe von Loewenfeldt Busch.

• How To Prepare For Congressional Investigations In 2021

  

  Congressional investigations in the health care, financial services, fossil fuel and technology sectors are likely to intensify next year amid a highly partisan environment, and companies that may be targets should get ready for testimony and document production well before an inquiry, say attorneys at Hogan Lovells.

• What To Expect From Federal Agency Leadership Changes

  

  Attorneys at Morgan Lewis discuss how quickly companies may see policy changes from new leadership at the U.S. Department of Treasury, U.S. Department of Justice, U.S. Department of Labor, U.S. Equal Employment Opportunity Commission and National Labor Relations Board after the Biden administration takes office.

• Opinion

  The Ill-Fated Emergence Of The Bitcoin Balance Sheet

  

  Other corporations may follow MicroStrategy's lead and invest in problematic Bitcoin, in what appears to be a new chapter of irresponsible corporate behavior, says cybersecurity consultant John Reed Stark.

• Ethics Reminders As Employees Move To Or From Gov't

  

  Many organizations are making plans for executives to go into government jobs, or for government officials to join a private sector team, but they must understand the many ethics rules that can put a damper on just how valuable the former employee or new hire can be, say Scott Thomas and Jennifer Carrier at Blank Rome.

• Expect 2021 SEC To Turn Hawkish On Auditor Enforcement

  

  President-elect Joe Biden's U.S. Securities and Exchange Commission will almost certainly usher in a reversal of recent years' slow pace of auditor enforcement — just 11 actions this year — back up toward the levels of the Obama administration's Operation Broken Gate, say Charles Smith and Andrew Fuchs at Skadden.

• Del. Solera D&O Decision May Have Limited Impact

  

  While the Delaware Supreme Court's recent decision in Solera is a blow for companies in the state seeking protection for certain key appraisal proceedings, the ruling hinges on the insurers' narrow definition of a violation that will trigger directors and officers coverage for securities-related claims, making it unlikely that other jurisdictions will follow suit, say attorneys at Hunton.

• A Key To Helping Clients Make Better Decisions During Crisis

  

  As the pandemic brings a variety of legal stresses for businesses, lawyers must understand the emotional dynamic of a crisis and the particular energy it produces to effectively fulfill their role as advisers, say Meredith Parfet and Aaron Solomon at Ravenyard Group.

• What To Expect From DOJ Enforcement Under Biden

  

  Companies shouldn't fear a rapid uptick in overall corporate enforcement actions by the U.S. Department of Justice under a new Democratic administration, but should anticipate a shift in focus away from immigration cases toward COVID-19-related fraud and civil rights reform, say Sandra Moser and Kenneth Polite at Morgan Lewis.

• Ethics Considerations For Law Firms Implementing AI

  

  Richard Finkelman and Yihua Astle at Berkeley Research Group discuss the ethical and bias concerns law firms must address when implementing artificial intelligence-powered applications for recruiting, conflict identification and client counseling.

• Tech Cos. Could Face Stiffer SEC Enforcement Under Biden

  

  Ahead of President-elect Joe Biden's appointment of a new U.S. Securities and Exchange Commission chair, Silicon Valley should expect greater scrutiny of whistleblowers, earnings management, risk disclosures and insider trading — all potentially influenced by the federal courts in serving as a check on the agency's enforcement, say attorneys at MoFo.

• Picking The Right Location And Tools For Virtual Courtrooms

  

  Attorneys should consider the pros and cons of participating in virtual court proceedings from home versus their law firm offices, and whether they have the right audio, video and team communication tools for their particular setup, say attorneys at Arnold & Porter.

• 5 Red Flags For Pandemic-Related Investment Scams

  

  As the U.S. Securities and Exchange Commission clamps down on fraudsters seeking funding for pandemic-related products and services, several warning signs can help identify investment scams, says Alan Rosca at Goldman Scarlato.

• Beware Atty Ethics Rules When Reporting COVID-19 Fraud

  

  Attorneys considering blowing the whistle on False Claims Act violations by recipients of COVID-19 relief may face a number of ethical constraints on their ability to disclose client information and file qui tam actions, say Breon Peace and Jennifer Kennedy Park at Cleary.