Expert Analysis

• Del. Ruling Tests Limits Of Conflicted-Deal Safe Harbors

  

  In Dodiya v. Franklin, the Delaware Court of Chancery recently decided that new legal protections for corporate transactions involving conflicts of interest did not apply, reminding boards that the Section 144 safe harbors amended last year reward careful management and accurate disclosure of known conflicts, say attorneys at Debevoise.

• Series

  Playing Bid Whist Makes Me A Better Lawyer

  

  As a child, I viewed bid whist as a family tradition and a source of friendly card game competition, but as a lawyer, I see it as a tool that has helped me cultivate skills like communication, teamwork, risk assessment and composure, says Keyonn Pope at Riley Safer.

• Banks Should Stay Disciplined As OCC, FDIC Ease Oversight

  

  Despite a newly issued Office of the Comptroller of the Currency and the Federal Deposit Insurance Corp. rule that narrows the range of conduct that regulators may require institutions to remediate, prudent risk management suggests banks should still document how they arrive at their risk determinations, say attorneys at Crowell & Moring.

• Teva, Wyeth Show How Claimed Advances Shape Enablement

  

  Two recent Federal Circuit decisions involving method-of-treatment claims — Teva v. Eli Lilly and Wyeth v. AstraZeneca — reached opposite enablement outcomes from strikingly similar procedural postures, but a closer comparison of the cases reveals a three-step framework for understanding the court's reasoning, says Kendall Gurule at Polsinelli.

• Opinion

  Calif. Bill Goes Too Far In Trying To Regulate Attorney AI Use

  

  California’s first-in-the-nation act regulating how attorneys and arbitrators use generative artificial intelligence will likely soon become law, but read broadly, the provisions may dissuade lawyers from employing AI at all, thereby depriving them of key work tools, says Joshua Wurtzel at Schlam Stone.

• The Preemption Gap In Prediction Market High Court Petitions

  

  The Supreme Court is considering three certiorari petitions following a split in prediction market litigation between the Third and Ninth circuits, but one of the petitions would not allow the court to reach the express preemption question, which would leave the dispute half-resolved, says Jordan Garman at Withers.

• How Boards, Lenders Can View ABC Bankruptcy Alternative

  

  The broader adoption of the Uniform Assignment for the Benefit of Creditors Act, including Delaware's recent statute, gives boards and lenders a clearer framework for a familiar middle-market problem: companies too small to justify Chapter 11 economics but too complex for an unmanaged shutdown, says Jon Labovitz at Sherwood.

• Ch. 11 Ruling Offers A Drafting Guide For 3rd-Party Releases

  

  A recent Puerto Rico bankruptcy court decision in Grupo Hima San Pablo has provided important guidance and a concrete playbook for drafting consensual third-party releases following the U.S. Supreme Court's 2024 decision in Harrington v. Purdue Pharma, say attorneys at Eversheds Sutherland.

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  Law School's Missed Lessons: Cultivating Good Judgment

  

  Law schools generally overlook the role that solid judgment skills play in real-world practice, but attorneys can bridge the gap by strengthening their abilities to assess a case’s strengths and weaknesses, develop and execute effective strategies, and provide clear recommendations to clients, says Manny Caixeiro at Venable.

• New Del. Corp. Law's Technical Tweaks Bring Broad Changes

  

  While the new amendments to the Delaware General Corporation Law, which took effect on Aug. 1, appear technical, they have broad implications for wound-down corporations and carry personal exposure for whoever signed the certificate of dissolution, hinting at where entity law is heading next, says Ashwin Ram at Buchalter.

• Money Transmission Issue Looms For Prediction Markets

  

  The circuit split recently created by the Ninth Circuit's ruling in Kalshi v. Assad has implications reaching beyond gaming regulation as, depending on the ultimate characterization of prediction market event contracts, platforms may face differing obligations under federal and state money transmission laws, say attorneys at Manatt.

• Del. Ruling Emphasizes High Bar To Pleading A Control Group

  

  The Delaware Court of Chancery's recent decision in Le Clair v. KnowBe4 illustrates the high burden to which courts hold plaintiffs trying to establish a control group, as well as the continued power of an informed stockholder vote, say attorneys at Sidley.

• Attorneys Using AI May Have Ethical Duty To Redact Docs

  

  The trajectory of legal ethics guidance in recent years strongly suggests that as redaction technology becomes more accessible, the failure to use it when uploading highly confidential materials into artificial intelligence tools will become increasingly difficult to defend as reasonable, say attorneys at Lewis Brisbois.

• Retailers Must Navigate State Innocent-Seller Law Patchwork

  

  States' innocent-seller statutes can shield nonmanufacturing retailers from product liability claims to varying degrees, and by building the evidentiary record strategically throughout discovery, companies can improve their chances of obtaining summary judgment — but it is essential to stay abreast of the rapidly evolving policy environment, say attorneys at Chamberlain Hrdlicka.

• Voyager Ruling Maps Out Ch. 11 Exculpation Lessons

  

  Chapter 11 plan proponents drafting exculpation provisions may benefit from contrasting the exculpatory language recently invalidated by a New York federal court in the Voyager Digital Holdings case with successful recent use of these provisions in confirmed bankruptcy plans, say attorneys at Debevoise.