Recent Blog Posts

  • March in Brief (Mergers and Acquisitions) 2020 M&A Law District of Arizona Court Finds Some Statements Actionable in Suit Over Microsemi Acquisition By John Adgent On March 11, 2020, the United States District Court for the District of Arizona (the “Court”) granted in part and denied in part Microchip Technology Inc.’s, a manufacturer of computer chips (“Microchip”), and certain directors and officers (collectively, “Defendants”), motion to dismiss a federal securities fraud class action suit brought by a stockholder (“Plaintiff”) on behalf of the putative class. Plaintiff alleged that Defendants made 52... More
  • March in Brief (Corporations, LLCs, and Partnerships) 2020 Corporate Law  Salzburg v. Sciabaccuchi: Delaware Supreme Court Upholds Certificate of Incorporation Provisions Making Federal Courts the Exclusive Fora for Federal Securities Act Claims   By K. Tyler O’Connell, Morris James LLP In Salzburg v. Sciabaccuchi, 2020 WL 1280785, __ A. 3d __ (Del. Mar. 18, 2020), the Delaware Supreme Court upheld the facial validity under Delaware corporate law of certificate of incorporation provisions making the federal courts the exclusive fora for claims arising under the federal Securities Act of 1933, which requires corporations selling securities to make “full and fair disclosure of relevant information” in a publicly filed registration... More
  • March in Brief (Internet Law and Cybersecurity) 2020 Cybersecurity Law Firm Must Face Cyberattack Claim from Client By Sara Beth A.R. Kohut, Young Conaway Stargatt & Taylor, LLP A law firm that allegedly made promises regarding its cybersecurity in agreeing to represent a prominent Chinese political dissident now faces malpractice claims from the client, after his information was published by hackers. Wengui v. Clark Hill, PLC, C.A. No. 19-3195 (JEB) (D. D.C. Feb. 20, 2020). Law firm Clark Hill, PLC, agreed to represent businessman Guo Wengui in connection with his application for... More
  • March in Brief (Business Regulation and Regulated Industries) 2020 Banking Law Banking Regulators Release Interagency Statement on COVID-19 Related Loan Modifications By Covington Financial Services, Covington & Burling LLP On March 22, 2020, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the National Credit Union Administration, the Office of the Comptroller of the Currency, the Consumer Financial Protection Bureau, and the Conference of State Bank Supervisors released an Interagency Statement encouraging financial institutions to work with borrowers affected by COVID-19, consistent with safety and soundness standards. Specifically,... More
  • March in Brief (Bankruptcy and Finance) 2020 Bankruptcy Law Release Of Liens Supported Contemporaneous Exchange Defense By Michael Enright Secured lenders in workout scenarios often are faced with the problem of a junior secured creditor or lienholder who is “out of the money” but holds a position that would otherwise prevent a consensual resolution. Motivated by the desire to avoid a liquidation that may yield a lower recovery than a workout, the senior creditor could decide to take a partial recovery and leave something for the junior creditor, to facilitate... More
  • March in Brief (Legal Opinions and Ethics) 2020 Professional Responsibility COVID-19 and the July Bar Exam By Keith R. Fisher In the shadow of the COVID-19 pandemic, eleven female law professors have authored a working paper urging immediate consideration by state bar authorities of alternatives to the July bar exam. Arguing that prohibitions on large gatherings are likely still to be in force, the paper offers six alternatives to licensing this year’s law graduates. The suggestions are (1) postpone the exam (which several states are considering); (2) administer it online (which... More
  • February in Brief (Business Regulation and Regulated Industries) 2020 Consumer Finance Additional Briefs Filed in Bureau Constitutionality Case Eric Mogilnicki & Lucy Bartholomew, Covington & Burling LLP On February 14, 2020, both petitioner Seila Law and respondent CFPB (through the Solicitor General’s office) filed reply briefs at the Supreme Court of the United States.  Reflecting the unusual procedural posture of the case, both briefs argued that there is no barrier to the Court reaching the question of the constitutionality of the for-cause removal provision for the Director of the CFPB.  Both briefs... More
  • February in Brief (Bankruptcy and Finance) 2020 Bankruptcy Law Federal Common Law Is Not So Common By Michael Enright The Supreme Court does not often speak in sweeping terms when it decides an issue in a bankruptcy appeal. Usually, the decision carefully parses code language and strives for a narrow ruling. In contrast, the Court broadly observed in Rodriguez v. FDIC, No 18-1269 (Feb. 25, 2020) that it “took this case only to underscore the care federal courts should exercise before taking up an invitation to try their hand at common... More
  • February in Brief (Securities Law) 2020 SECURITIES REGULATION SEC Chair Jay Clayton and Others Issue Statement on Continued Dialogue with Audit Firm Representatives on Audit Quality on China and Other Emerging Markets; Coronavirus—Reporting Considerations and Potential Relief By Rani Doyle, EY* On February 19, 2020, SEC Chair Jay Clayton, Division of Corporate Finance Director Bill Hinman, Chief Accountant Segar Teotia and PCAOB Chair William D. Duhnke III (collectively, the “SEC and PCAOB representatives”) issued a statement about recent meetings with senior representatives of the four largest U.S. audit firms,... More
  • February in Brief (Internet Law and Cybersecurity) 2020 Data Privacy Court Enforces Arbitration Clause in Fortnite Data Breach Class Action By John Ottaviani  A Fortnite user filed a class action suit alleging that the game had a security flaw that allowed hackers to steal debit card information.  However, he will be forced to arbitrate his claims individually, according to the decision in Heidbreder v. Epic Games, Inc., No: 5:19-cv-348-BO (E.D.N.C. Feb. 3, 2020).  The court had no trouble finding that someone using the plaintiff’s Epic Games account agreed to the terms of an End User License Agreement,... More