Expert Analysis

• Measuring Shareholder Harm In Death Spiral Convertibles

  

  As convertible structures have recently regained prominence, it's important to revisit the so-called floating-price death spiral convertible and how to quantify the losses for shareholders when disputes arise, says Pavithra Kumar at Conexig.

• A Nuanced Reading Of DOL's Mental Health Parity Guidance

  

  Though a recent U.S. Department of Labor bulletin may suggest that agency enforcement pressure on group health plans with respect to mental health parity is easing, the takeaways are more complex, and plan sponsors should not relax compliance efforts, say attorneys at Proskauer.

• Tariffs Could Be Behind Surge In FTZ Production Filings

  

  As tariffs reshape production sourcing decisions, manufacturers are seeking foreign trade zone production authority at more than twice last year's pace, making it important to consider the potential duty and export benefits, along with review delays and restrictions that can curb savings, say attorneys at Sidley.

• White House AI Accord Could Reshape Reasonable Care

  

  President Donald Trump's recent joint commitment on frontier responsibilities — signed by leaders of Google, Anthropic, Meta and more — may pose legal risks for nonsignatories, as businesses using artificial intelligence may find the accord's safeguards cited against them as evidence of what reasonable care requires, says Peter Schildkraut at Arnold & Porter.

• AGs' Paramount Settlement Reflects States' Growing Influence

  

  The recent California federal court approval of the California v. Paramount Skydance settlement illustrates how state attorneys general are gaining new independence and influence, and companies must account for state enforcement when assessing merger risks ahead of a deal's closing, say attorneys at Norton Rose.

• Del. Ruling Shows How AI Meeting Transcripts Can Backfire

  

  In ATG Capital Opportunities Fund v. Lane, the Delaware Court of Chancery reviewed board meeting transcripts generated by an artificial intelligence tool as part of its assessment of the board's motivations, highlighting potential risks of AI-generated corporate records, say attorneys at Debevoise.

• OCC Plan May Bring Data Sharing Flexibility, Diligence Issues

  

  The Office of the Comptroller of the Currency's recent proposal to overhaul its supervisory information sharing regime for the first time in decades would provide important flexibility to banks, but it could create new issues around confidentiality agreements, disclosure controls and diligence processes, say attorneys at Simpson Thacher.

• Where DOJ's Fraud Directive May Actually Affect Enforcement

  

  The U.S. Department of Justice’s recent directive outlining corporate fraud enforcement priorities is mostly a management document instead of a policy, but one part may actually undermine the directive's goals by leading to worse outcomes for organizational defendants and less corporate self-disclosure, says Zachary Warren at Williams & Connolly.

• When Indemnity, Purchase Price Adjustment Claims Overlap

  

  The Delaware Court of Chancery's recent decision in WSP v. Versar highlights that courts are willing to enable a buyer to select either indemnity or purchase price adjustment mechanisms, even if the parties did not envision that when negotiating the purchase agreement, says Claire Frost at Arnold & Porter.

• Why The SEC Proposed Rescinding Its 'Pay-To-Play' Rule

  

  The U.S. Securities and Exchange Commission's recent proposal to nix its pay-to-play rule governing political contributions by investment advisers follows years of industry advocacy and commissioner criticism that it suppresses political speech and affects hiring, say attorneys at Simpson Thacher.

• Transfer Pricing Analyses May Apply To Tariff Refunds Claims

  

  Both plaintiffs and defendants in consumer class actions over tariff refunds should examine transfer pricing analyses, which can offer contemporaneous evidence as to how much of a tariff was borne in the U.S. by the importer or consumers rather than absorbed earlier in the supply chain, say economists at The Brattle Group.

• CFIUS Annual Report Reveals Enforcement Trends

  

  The Committee on Foreign Investment in the United States' recently published annual report to Congress shows that it is increasingly focused on nonnotified transactions, mandatory filing compliance, critical technologies and postclosing mitigation enforcement across the full life cycle transactions, say attorneys at Bass Berry.

• Importer Risk Rises As AI Enters Trade Fraud Enforcement

  

  The Trump administration's new data-driven and artificial intelligence-enabled push against tariff evasion raises the stakes for companies with global supply chains, making it crucial that they consider strengthening response protocols, documentation and internal reporting mechanisms, say attorneys at Cooley.

• SEC's Insider Trading Duty Rule May Face Loper Bright Test

  

  In U.S. v. Jennings, pending in New Jersey federal court, the defense has an opportunity to challenge the rule defining the boundaries of the misappropriation theory of insider trading under Loper Bright, as the only litigated case testing the rule's limits relied on Chevron deference, say attorneys at O'Melveny.

• Clippers Salary Cap Probe Offers Investigation Tips For Cos.

  

  The NBA's recent investigation into whether the Los Angeles Clippers circumvented salary cap rules offers an unusually detailed look at how a significant organizational probe was conducted and how its findings were presented, offering practical lessons for companies conducting their own investigations, say attorneys at Wiley.