Five Essential D&O Insurance Questions
Recent cases highlight the increased risk of personal liability for directors. Is your company doing enough to protect the board?
Timely Takes Podcast: Earnings Pre-Releases
Three Sidley partners come together to discuss various issues surrounding a decision to release earnings earlier than scheduled, including the legal, investor relations, and practical considerations that should be considered in making such a decision.
AI and the Role of the Board of Directors
Can ChatGPT Do Our Jobs Better Than Us? Not Yet.
Artificial intelligence and its impact on the practice of law is in the news again. Readers likely have heard about the attorneys that used ChatGPT, an artificial chatbot that synthesizes high volumes of data, to draft a legal brief that they submitted in a civil action in the U.S. District Court for the Southern District of New York. Unfortunately for these practitioners, ChatGPT cited multiple cases that did not exist, and the attorneys recently endured a sanctions hearing before the presiding district judge.
Future-Proofing the Board of Directors
Charlotte Newell Participates in PLI’s “Delaware Law Developments 2023: What All Business Lawyers Need To Know”
On May 1, 2023, Sidley partner Charlotte Newell participated in “Delaware Law Developments 2023: What All Business Lawyers Need to Know,” a program presented by the Practising Law Institute. The annual program provides updates on Delaware law matters, offering insights from leading Delaware corporate law practitioners and jurists.
Caveat Emptor Still Rules The Day For MLPs
Just as a $700 million damages award and its accompanying sharp criticism of legal opinions garner headlines, so does reversal of that ruling. The Delaware Supreme Court closed out 2022 with its decision in Boardwalk Pipeline Partners, LP v. Bandera Master Funds LP, reversing the Court of Chancery’s sizeable post-trial award on narrow contractual grounds. The reversal is a substantial victory for the defendants. But for non-parties, of note was the Delaware Supreme Court’s decision to leave intact the trial court’s conclusions regarding law firm opinions. Taken together, both courts’ rulings offer meaningful guidance for parties and counsel negotiating complex transactions and considering inclusion of opinion of counsel conditions (or, attempting to satisfy such conditions in existing contracts).
How To Draft Fee-Shifting Provisions in Indemnification Clauses
Delaware courts have determined that even quite broad language referencing attorneys’ fees may not be explicit enough to shift fees in first-party litigation.
The Role of Mutual Fund Directors
Tune into Mutual Fund Minute here, as Jay Baris, a partner in Sidley’s Investment Funds group, takes a nostalgic look at the long and winding regulatory road of fund board culture, with a reminder that history is always an important guide to understanding the present.
You Might Think Your Arbitration Is Confidential…But, In Delaware, The Court Will Decide
Practitioners rely on ostensibly ironclad provisions of protective orders to withhold documents or portions thereof from public view. And that is particularly so in arbitrations, which are generally private proceedings. But a recent Delaware Court of Chancery opinion issued by Vice Chancellor Paul A. Fioravanti, Jr. serves as a reminder that practitioners should be mindful that rules of the court regarding confidentiality may differ from arbitration rules or even stipulated confidentiality agreements among arbitration parties.
