Artificial intelligence (AI) is increasingly being integrated into mergers and acquisitions (M&A), supporting negotiations, determining the value of the target, drafting relevant contracts – and, most important, helping perform due diligence. Yet, its role in this context raises questions about liability, fiduciary duties, and the validity of corporate transactions. In a new paper, we offer
Skadden Discusses M&A in the AI Era: What Buyers Can Do to Confirm and Protect Value
Key Points
- As more transactions involve AI, buyers face challenges in validating and protecting the value of their acquisitions.
- Legal structures such as earnouts can help to bridge valuation gaps with sellers and ensure that the ultimate price aligns with actual performance.
- Alternative structures may be necessary when talent is the primary asset.
- Buyers may
SDNY Addresses Privilege and Work Product Implications of Using Unsecured Public AI Tools
A recent decision in United States v. Heppner appears to be the first federal ruling to directly address attorney‑client privilege and work‑product issues arising from a non‑lawyer’s use of a consumer-grade insecure AI tool for legal research. The court held that materials generated through Anthropic’s consumer version of Claude were not protected, emphasizing that entering
Antitrust Lawyers: AI’s Wartime Consiglieres
Author: Pat Pascarella
AI will weaponize antitrust. AI markets have high fixed costs, winner-take-all dynamics, platform leverage, bundling power, and data lock-in. These dynamics predict concentration. And market concentration is an accelerant for antitrust litigation—both private and government. We saw it with IBM, Microsoft, and the telecom wars.
Private actions will move faster than government
Guest Post: Proxy Power in Flux: Governance, Politics, and D&O Risk
Recent shifts in regulatory scrutiny, proxy-advisor guidelines, and institutional-investor practices are reshaping how boards, investors, and insurers navigate the governance risks associated with proxy advisor practices. These developments take on particular significance as companies head into the 2026 proxy season. In the following guest post, Sarah Abrams takes a look at these proxy
Cleary Gottlieb Discusses the Shifting SEC Enforcement Landscape
Fiscal year 2025 was a year of extremes in terms of the number of enforcement actions brought by the Securities and Exchange Commission (SEC). During the first quarter of fiscal year 2025 (October through December 2024), the SEC reported a record-breaking number of enforcement actions.[1] However, for the remainder of the fiscal year, the
White House Nominates Karen Sessions as Commissioner for the Consumer Product Safety Commission
President Trump has nominated Karen Sessions to serve a seven-year term as Commissioner of the Consumer Product Safety Commission (CPSC), marking the latest step in reconstituting the agency following unprecedented leadership turnover. On February 11, 2026, the White House announced Sessions’ nomination to replace former Commissioner Mary T. Boyle. If confirmed by the Senate, Sessions
Avoid These 5 Legal Problems as a Business Owner
I have sat across the table from hundreds of business owners who all say some version of the same thing: “I did not think this would become a problem.” That sentence usually comes right before a costly fix that could have been avoided with a little planning.
From the perspective of a business lawyer, most
Oracle Hit with Massive AI Infrastructure-Related Securities Suit
In recent months, the filing of securities class action lawsuits involving artificial intelligence (AI)-related allegations has become an increasingly important part of overall securities suits filing volume. By and large, the AI-related suits have involved relatively smaller corporate defendants. Late last week, however, a plaintiff shareholder filed an AI-related securities suit against the technology behemoth
2026 Digital Assets Regulatory Update: A Landmark 2025 . . . But More Developments on the Horizon
The following is part of our annual publication Selected Issues for Boards of Directors in 2026. Explore all topics or download the PDF.
The U.S. regulatory and enforcement landscape for digital assets and distributed ledger technology changed dramatically in 2025. Virtually overnight, U.S. regulators shifted from an enforcement-heavy crypto-skepticism that effectively outlawed the participation of