Deals & Corporate Governance

Expert Analysis

• AmEx Ruling Proves A Double-Edged Sword In Labor Antitrust

  

  Though the U.S. Supreme Court's 2018 decision in Ohio v. American Express was a defense victory, both the plaintiff and defense bars have learned to use the case's holdings to their advantage, with particularly uncertain implications for labor antitrust cases, say Lauren Weinstein and Robert Chen at MoloLamken.

• Do Videoconferences Establish Jurisdiction With Defendants?

  

  What it means to have minimum contacts in a foreign jurisdiction is changing as people become more accustomed to meeting via video, and defendants’ participation in videoconferencing may be used as a sword or a shield in courts’ personal jurisdiction analysis, says Patrick Hickey at Moye White.

• Takeaways From DOJ's Novel Insider Trading Indictment

  

  The U.S. Department of Justice's recently announced insider trading charges in U.S. v. Peizer mark the first indictment based solely on an executive’s use of a Rule 10b5-1 trading plan, reflecting prosecutors' aggressive approach and providing insights for corporate executives, say attorneys at Cleary.

• Humanism Should Replace Formalism In The Courts

  

  The worrying tendency for judges to say "it's just the law talking, not me" in American decision writing has coincided with an historic decline in respect for the courts, but this trend can be reversed if courts develop understandable legal standards and justify them in human terms, says Connecticut Superior Court Judge Thomas Moukawsher.

• Expect Merger Enforcement To Roll Full Steam Ahead

  

  U.S. Department of Justice and Federal Trade Commission officials at the American Bar Association's 2023 Antitrust Spring Meeting laid out their agenda to reinvigorate and modernize antitrust merger enforcement, projecting confidence and optimism despite recent high-profile setbacks in court, say attorneys at Perkins Coie.

• Don't Let Client Demands Erode Law Firm Autonomy

  

  As clients increasingly impose requirements for attorney hiring and retention related to diversity and secondment, law firms must remember their ethical duties, as well as broader issues of lawyer development, culture and firm integrity, to maintain their independence while meaningfully responding to social changes, says Deborah Winokur at Cozen O'Connor.

• Distressed Cannabis Cos. Have A Few Options, With Caveats

  

  As the cannabis industry falls on tough times and a potential recession looms, attorneys should understand the limited restructuring options available to distressed cannabis businesses, absent key bankruptcy protections — and the pitfalls these options may present, say Griffen Thorne and Ethan Minkin at Harris Bricken.

• How CMS Proposal Would Change PE Deal Transparency

  

  The Centers for Medicare and Medicaid Services recently proposed a new rule that would require the disclosure of additional ownership regarding Medicare and Medicaid nursing facilities, an approach that many states have started to take and reflects the Biden administration's scrutiny on private equity deals, say attorneys at Kirkland.

• Workers, Labor Take Center Stage At ABA Antitrust Meeting

  

  The American Bar Association’s antitrust spring meeting had a heavy emphasis on upstream markets affecting employees and talent, and prosecutors sent a clear message that they view no-solicitation, no-poach and no-hire agreements as criminal violations, even in the face of several jury trial setbacks, say attorneys at Perkins Coie.

• Federal Judge's Amici Invitation Is A Good Idea, With Caveats

  

  An Arkansas federal judge’s recent order — inviting amicus briefs in every civil case before him — has merit, but its implementation may raise practical questions about the role of junior attorneys, economic considerations and other issues, says Lawrence Ebner at the Atlantic Legal Foundation.

• Fox Ex-Producer Case Is A Lesson In Joint Representation

  

  A former Fox News producer's allegations that the network's lawyers pressured her to give misleading testimony in Fox's defamation battle with Dominion Voting Systems should remind lawyers representing a nonparty witness that the rules of joint representation apply, says Jared Marx at HWG.

• Cannabis Cos. Must Heed Growing Federal Investigatory Risks

  

  As state-regulated cannabis markets expand rapidly, so too does government oversight, and industry participants must plan ahead to avoid potential liabilities related to workplace health and safety requirements, tax audits, securities regulations and foreign bribery laws, say Alicia Corona and Amy Rubenstein at Dentons.

• Employee COVID Protocols After National Emergency Ends

  

  Now that the Biden administration has announced its plan to officially end the COVID-19 national emergency and public health emergency in May, employers must carefully consider how to proceed with their mandatory vaccine policies and other responses to the pandemic, say Elisabeth Hall and Olubusola Olanrewaju at Miles & Stockbridge.