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Expert Analysis

• Opinion

  Andreessen Horowitz's Take On Delaware Is Misguided

  

  Hostility toward incorporation in Delaware, as expressed in Andreessen Horowitz's recent announcement that it has moved its primary business from the First State to Nevada, is based on a basket of arguments that fail to stand up to harsher scrutiny, say attorneys at Alto Litigation.

• Bipartisan Bill Could Aid ESOP Formation, Valuation Clarity

  

  The proposed Retire through Ownership Act represents a meaningful first step toward clarifying whether transactions qualify under the adequate consideration exemption in the Employee Retirement Income Security Act, potentially eliminating the litigation risk that has chilled employee stock ownership plan formation, say attorneys at Moore & Van Allen.

• ESG-Focused Activism Persists Despite Proxy Curbs

  

  Shareholder activism focused on environmental, social and governance factors appears poised to continue, despite the U.S. Securities and Exchange Commission's recent move toward exclusions in proxy voting proposals around ESG, say attorneys at Mintz.

• Opinion

  Bar Exam Reform Must Expand Beyond A Single Updated Test

  

  Recently released information about the National Conference of Bar Examiners’ new NextGen Uniform Bar Exam highlights why a single test is not ideal for measuring newly licensed lawyers’ competency, demonstrating the need for collaborative development, implementation and reform processes, says Gregory Bordelon at Suffolk University.

• A Simple Way Courts Can Help Attys Avoid AI Hallucinations

  

  As attorneys increasingly rely on generative artificial intelligence for legal research, courts should consider expanding online quality control programs to flag potential hallucinations — permitting counsel to correct mistakes and sparing judges the burden of imposing sanctions, say attorneys at Lankler Siffert & Wohl and Connors.

• Opinion

  SEC Should Restore Its 2020 Proxy Adviser Rule

  

  Due to concerns over proxy advisers' accuracy, reliability and transparency, the U.S. Securities and Exchange Commission should reinstate its 2020 rule designed to suppress the influence that they wield in shareholder voting, says Kyle Isakower at the American Council for Capital Formation.

• What's At Stake In High Court Review Of Funds' Right To Sue

  

  The U.S. Supreme Court's upcoming review of FS Credit Opportunities v. Saba Capital Master Fund, a case testing the limits of using Investment Company Act Section 47(b) to give funds a private right of action to enforce other sections of the law, could either encourage or curb similar activist investor lawsuits, say attorneys at Goodwin.

• The Road Ahead For Digital Assets Looks Promising

  

  With new legislation expected to accelerate the adoption of blockchain technology, and with regulators taking a markedly more permissive approach to digital assets, the convergence of traditional finance and decentralized finance is closer than ever, say attorneys at Dechert.

• How Securities Defendants Might Use New Wire Fraud Ruling

  

  Though the Second Circuit’s recent U.S. v. Chastain decision — vacating the conviction of an ex-OpenSea staffer — involved the wire fraud statute, insider trading defendants might attempt to import the ruling’s reasoning into the securities realm, says Jonathan Richman at Brown Rudnick.

• M&A Ruling Reinforces High Bar For Aiding, Abetting Claims

  

  The Delaware Supreme Court's recent decision in In re: Columbia Pipeline may slow the filing of aiding and abetting claims against third-party buyers in situations where buyers negotiate aggressively, putting buy-side dealmakers' minds at ease that they likely won't be liable for seeking the best possible deal, say attorneys at Simpson Thacher.

• Series

  Creating Botanical Art Makes Me A Better Lawyer

  

  Pressing and framing plants that I grow has shown me that pursuing an endeavor that brings you joy can lead to surprising benefits for a legal career, including mental clarity, perspective and even a bit of humility, says Douglas Selph at Morris Manning.

• Del. Dispatch: Conflicted Transactions And New Safe Harbors

  

  Two recent Delaware Court of Chancery decisions involving conflicted transactions underscore that the new safe harbors established by the Delaware General Corporation Law amendments passed in March, going forward, provide a far easier route to business judgment review of conflicted transactions than were previously available, say attorneys at Fried Frank.

• Opinion

  The Legal Education Status Quo Is No Longer Tenable

  

  As underscored by the fallout from California’s February bar exam, legal education and licensure are tethered to outdated systems, and the industry must implement several key reforms to remain relevant and responsive to 21st century legal needs, says Matthew Nehmer at The Colleges of Law.

• The Int'l Compliance View: Everything Everywhere All At Once

  

  Changes to the enforcement landscape in the U.S. and abroad shift the risks and incentives for global compliance programs, creating a race against the clock for companies to deploy investigative resources across worldwide operations, say attorneys at Dentons.

• Unpacking Notable Details From FTC's 'AI Washing' Cases

  

  The Federal Trade Commission has brought many cases involving allegedly deceptive artificial intelligence claims over the past couple of years, illustrating overlooked aspects of AI washing generally and a few new types of AI marketing claims that may line up in regulatory crosshairs down the road, says Michael Atleson at DLA Piper.