S&C Critical Insights

Supreme Court Business Review: Arbitration in GE Energy and Schein II

In this episode of S&C’s Critical Insights, Litigation partners Judd Littleton and Julia Malkina are joined by Joe Neuhaus and Andrew Finn, co-heads of S&C’s Arbitration Practice, in a continuation of S&C’s Supreme Court Business Review podcast series.

Joe and Andrew discuss two recent arbitration developments at the Supreme Court. First, they review the recent decision in GE Energy Power Conversion France SAS v. Outokumpu Stainless USA, which addresses when persons who did not sign an arbitration agreement can nevertheless pursue arbitration in international cases. Second, they discuss the grant of certiorari in Henry Schein v. Archer & White Sales on its return to the Supreme Court to consider again the circumstances under which a court rather than arbitrators may decide whether a case is subject to arbitration.

Recent M&A and Litigation Developments in Delaware

In this episode of S&C’s Critical Insights podcast series, Litigation partners John Hardiman and Brian Frawley join M&A partner Matt Goodman to provide an overview and analysis of recent Delaware corporate law developments. The partners explore new guidance on the Delaware Supreme Court’s decision in Kahn v. M&F Worldwide that provides a safe harbor for controlling stockholder buyouts, updates to the law governing Caremark claims, recent trends in books and records requests under Delaware law and litigation related to the COVID-19 pandemic.

Supreme Court Business Review: Series Overview and Seila Law v. CFPB

In this episode of S&C’s Critical Insights, litigation partners Judd Littleton and Julia Malkina introduce a new series of podcasts to accompany S&C’s Supreme Court Business Review. The Review provides concise summaries of the most relevant decisions from each Term in the commercial sphere and offers practical guidance on their implications. Judd and Julia preview upcoming episodes before discussing the Supreme Court’s June 29 decision in Seila Law v. CFPB, in which the Court considered a constitutional challenge to the statutory limits on the President’s ability to remove the Director of the Consumer Financial Protection Bureau.

Fiduciary Duty Conversations During COVID-19: Ways to Save a Business

S&C partners Jim Bromley and Andy Dietderich, the co-heads of our Global Restructuring practice, discuss strategies for boards confronting the “zone of insolvency” during the COVID-19 crisis.

 

While the pandemic has changed business-planning and liquidity discussions, fiduciary duties of care, loyalty and good faith remain constant, and boards can continue taking careful risks in a “zone of safety.” Andy and Jim discuss innovation in Delaware law for director duties and ways contingency planning can help save a business from ultimately filing for Chapter 11.

Anti-Fraternization Policies

In this episode of S&C’s Critical Insights podcast series, Annie Ostrager, co-head of the Firm’s Labor and Employment Law Group, and Liz Cassady, special counsel in the Firm’s Litigation Group, discuss anti-fraternization policies. Annie and Liz explain what these policies are, why they are becoming increasingly important, and what organizations need to consider when instituting them.

Business Continuity Planning for Boards During COVID-19

In this episode of S&C’s Critical Insights podcast series, M&A partners Eric Krautheimer and Melissa Sawyer discuss business continuity planning in light of the COVID-19 pandemic. Eric and Melissa review proactive steps boards can take in the best interest of their corporation while fulfilling their role as fiduciaries.

Emerging Issues in Private Securities Litigation

In this episode of S&C’s Critical Insights podcast series, partners Jeff Scott and Julia Malkina review trends and emerging issues in private securities litigation. Topics include the record number of securities class actions filed last year, how state court proceedings have changed post-Cyan, and updates related to the COVID-19 pandemic.

Trends and Priorities in SEC Enforcement

In this episode of S&C’s Critical Insights podcast series, partners Jeff Scott and Julia Malkina discuss the priorities of the SEC’s Enforcement Division, as well as enforcement trends as reflected by the types and volume of enforcement actions that the SEC has brought during the last two years. They also offer guidance for handling SEC investigations in light of the agency’s priorities.

Best Practices for Boards Navigating Bankruptcy

In this episode of S&C’s Critical Insights podcast series, Melissa Sawyer and Marc Treviño, co-chairs of the Firm’s Corporate Governance practice, discuss best practices for boards of companies facing bankruptcy. The COVID-19 pandemic has forced many companies across a range of sectors to confront insolvency issues. Marc and Melissa provide an overview of the fiduciary duties of directors in these situations and identify potential opportunities and pitfalls.

An Overview of Deed-In-Lieu Transactions in Commercial Real Estate

In this episode of S&C’s Critical Insights podcast series, Benjamin Weber, partner in the Firm’s Commercial Real Estate Group, is joined by associate Jason Wasser to provide an overview of a transaction in which the mortgage borrower cedes its interest in commercial real estate to the lender in a negotiated arrangement in lieu of foreclosure. The COVID-19 pandemic’s impact on commercial tenants is causing many owners and landlords to re-evaluate the equity in their commercial real estate. Benjamin and Jason highlight matters an owner should consider in preparation for such an arrangement.