The 2026 edition of the annual Chief Legal Officers Survey (“Survey”) from the Association of Corporate Counsel validates the continuing evolution of senior in-house corporate counsel from strictly technical experts to also wise counselors and business partners to management. In addition, the Survey identifies a series of administrative and operational challenges confronting senior in-house counsel.…

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…

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

…

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…

In a year of significant regulatory, geopolitical, technological and macroeconomic turbulence, boards have had to manage through an environment of uncertainty.  Unpredictability caused by frequent policy shifts and evolving expectations and demands from governmental and market actors added complexity to the array of demands that a modern public company board must address.  Yet there were…

In 2023, a former employee and shareholder of a struggling startup called Teespring sued not just the company and its managers, but also one of its investors: Hydrazine Capital, a venture fund affiliated with OpenAI CEO Sam Altman. The plaintiff won a judgment against the company after it stopped paying him. But when he attempted…

The European Union’s Artificial Intelligence Act is now law. Some provisions are already in effect, but others are still being finalized, so boards are being asked to take digital governance seriously while the legal floor under their feet is still moving.
The question for directors is no longer whether artificial intelligence and data systems matter.…