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Expert Analysis

• Del. Dispatch: A Look At Indemnification Notice Provisions

  

  The Delaware Supreme Court's recent decision in Thompson Street Capital Partners v. Sonova U.S. Hearing Instruments serves as a reminder that noncompliance with contractual requirements for an indemnification claim notice may result in forfeiture of the indemnification right, depending on both the agreement language and the circumstances, say attorneys at Fried Frank.

• Buyer Beware Of Restrictive Covenants In Delaware

  

  Based on recent Delaware Chancery Court opinions rejecting restricted covenants contained in agreements in the sale-of-business context, businesses need to craft narrowly tailored restrictions that have legitimate interests, say attorneys at Saul Ewing.

• ESOP Ruling Clarifies Trustees' Role In 3rd-Party Sales

  

  An Illinois federal court's dismissal of a class action related to an employee stock ownership plan in Rush v. GreatBanc demystifies the trustee's role in a sale transaction to a third party by providing commentary on the prudent process and considerations for trustees to weigh before approving a sale, says Katelyn Harrell at BCLP.

• Google Ad Tech Ruling Creates Antitrust Uncertainty

  

  A Virginia federal court’s recent decision in the Justice Department’s ad tech antitrust case against Google includes two unusual aspects in that it narrowly construed U.S. Supreme Court precedent when rejecting Google's two-sided market argument, and it found the company liable for unlawful tying, say attorneys at Ballard Spahr.

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  Brazilian Jiujitsu Makes Me A Better Lawyer

  

  Competing in Brazilian jiujitsu – often against opponents who are much larger and younger than me – has allowed me to develop a handful of useful skills that foster the resilience and adaptability necessary for a successful legal career, says Tina Dorr of Barnes & Thornburg.

• Opportunities And Challenges For The Texas Stock Exchange

  

  While the new Texas Stock Exchange could be an interesting alternative to the NYSE and the Nasdaq due to the state’s robust economy and the TXSE’s high-profile leadership and publicity opportunities for listings, its success as a national securities exchange may hinge on resolving questions about its regulatory and cost advantages, say attorneys at Norton Rose.

• Pace Of Early Terminations Suggests Greater M&A Scrutiny

  

  The nascent return of early termination under the Hart-Scott-Rodino Act shows a more limited use than before its 2021 suspension under the Biden administration's Federal Trade Commission, suggesting deeper scrutiny of mergers and acquisitions across the board, says Michael Wise at Squire Patton.

• Review Risk Is Increasing For Foreign Real Estate Developers

  

  Federal and state government efforts have been expanding oversight of foreign investment in U.S. real estate, necessitating careful assessment of risk and of the benefits of notifying the Committee on Foreign Investment in the United States, say attorneys at Troutman.

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  Power To The Paralegals: An Untapped Source For Biz Roles

  

  Law firms looking to recruit legal business talent should consider turning to paralegals, who practice several key skills every day that prepare them to thrive in marketing and client development roles, says Vanessa Torres at Lowenstein Sandler.

• The Legal Risks Of US Restrictions On Investments In China

  

  The second Trump administration has continued to embrace a more restrictive economic policy toward China, including an ongoing review of further restrictions on the flow of U.S. capital to China, so early planning and enhanced diligence can reduce exposure to the challenges resulting from further restrictions, say attorneys at Cleary.

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  Playing Poker Makes Me A Better Lawyer

  

  Poker is a master class in psychology, risk management and strategic thinking, and I’m a better attorney because it has taught me to read my opponents, adapt when I’m dealt the unexpected and stay patient until I'm ready to reveal my hand, says Casey Kingsley at McCreadyLaw.

• Does R-Squared Have A Role In Event Study Analysis?

  

  With 2024 marking the second consecutive year to experience an increase in securities class action filings, determining the reliability of event study models is of utmost importance, but it's time to reconsider the traditional method of doing so, say analysts at StoneTurn Group.

• 4 Ways Slater Is Priming DOJ For Continued Antitrust Success

  

  Just as Jonathan Kanter did during his recent tenure leading the U.S. Department of Justice's Antitrust Division, Assistant Attorney General Gail Slater is following the effective blueprint set by Thurman Arnold when he modernized the division more than 80 years ago, says Perry Apelbaum at Kressin Powers.

• What EU 'Killer Acquisition' Study Means For Pharma Deals

  

  The European Commission’s recent study of pharmaceutical companies' acquisitions of emerging competitive threats, the first of its kind globally, has important implications for the industry, and may lead to increased awareness of merger control risks in collaborative agreements, say lawyers at Paul Weiss.

• Key Aspects Of FDIC's Resolution Planning FAQ

  

  The Federal Deposit Insurance Corp.'s recent FAQ on changes to its resolution plan rule ease burdensome requirements for some large institutions and exempt others from discussion of franchise components, making it easier for banks to finalize submissions before the July 1 deadline, say attorneys at Moore & Van Allen.