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Summary * The introduction of AI in law firm finance is a strategic move toward enhanced efficiency and accuracy. * The DMAIC framework is proposed as a process improvement methodology [...]

Estimating antitrust risk is fundamental to identifying, proposing, and pricing deals. A more informed understanding of what to expect when meeting with agency staff and leadership will help antitrust lawyers, economists, and other consultants anticipate the critical questions and potential paths that should be addressed regarding antitrust merger risk. This article uses practitioner surveys to understand whether and how the change in the Biden administration's antitrust agenda has affected merger review, investments, decision making, and counsel. The surveys also offer antitrust agencies an opportunity to think about the optimal design of the merger control system and various consequences of certain policy choices and institutional design changes. A quantitative online survey was conducted first, followed by qualitative discussions with practice group leadership across top antitrust law firms. Both studies were designed to identify whether respondents perceived any substantive shifts from prior administrations to the Biden administration, the impact of such shifts (if any) on merging parties, and any notable differences between the DOJ and FTC in enforcement and procedures. Our surveys indicate that practitioners have a more critical perception of the DOJ and FTC compared to prior administrations. Both agencies are perceived as less transparent and less fair in their interactions with merging parties. The enforcement process is seen as more demanding in terms of scope of data collected and is reported to take longer to complete. The agencies have also departed from precedent as they increasingly scrutinize labor issues and vertical deals., Antitrust is in a time of change, where new leaders of global enforcers, politicians, academics, and newcomers to the field have stated that the old approach to antitrust is misguided [...]

2024 STUDENT CASE COMPETITION The Student Case Competition is sponsored annually by IMA[R] to provide an opportunity for students to interpret, analyze, evaluate, synthesize, and communicate a solution to a [...]

Summary * Integrating AI into law firm financial operations offers numerous advantages and efficiencies. * AI technologies streamline financial processes in law firms, freeing up time for strategic tasks. * [...]

Summary * Law firm mergers in 2023 continued to be popular, necessitating strategic business planning and thorough due diligence to ensure compatibility. * Law firms preparing to expand their footprint [...]

INTRODUCTION (1) In 2022, the U.S. Supreme Court issued five opinions dealing with a variety of Federal Arbitration Act ('FAA') (2) issues: Viking River Cruises, Inc. v. Moriana (3) held [...]

A rancorous debate is raging. Must for-profit corporations just seek profits for stockholders? Or may they pursue not just the best interests of all stakeholders, but influence public policy on controversial political issues and tilt the election process toward candidates and causes they favor? This debate has historical antecedents, as both the left and the right have long been concerned about the legitimacy of corporations using other people's capital for political and social causes. Each understands that stockholders share only one purpose--a solid return--and have diverse political beliefs. Each understands freedom is imperiled if workplaces become subject to dictated orthodoxies. Each asks: who are CEOs to use other people's money to advance their own idiosyncratic views of the good? But, rather than come together to forge constructive solutions, the right and left praise corporations that take policy positions they like, while condemning as illegitimate corporations that disagree with them. That's natural but unhelpful. This article seeks to ameliorate this fractious debate threatening to politicize a business world that ought to be open to all Americans of good faith. To this end, the article maps out a non-partisan, principled conception of good corporate citizenship drawing on shared assumptions of the right and the left about the place of corporations in our society and the realities of corporate governance. That conception concentrates on how corporations' own conduct affects the best interests of their stockholders, workers, communities of operation, consumers, taxpayers, and the environment. Seeking profit by selling quality products and services, treating all stakeholders with respect, and without externalizing costs. Supporting the basic institutions of the society upon which the corporation depends. Leaving debatable issues of politics and faith largely to their human investors, workers, and consumers to decide for themselves. Showing respect for the freedom of belief by not imposing the beliefs of corporate management on any stakeholder group. And, if taking stands on political or social issues not intrinsically connected to the company's business, employing guardrails like approval by not just the full board, but stockholders, that create greater legitimacy and increase the likelihood that decisions will reflect consideration of all reasonable perspectives and embody a consensus view of their investors. No approach can end all controversy, but corporate citizenship of this kind will channel corporations toward exemplifying their values through their treatment of the people their business operations directly affect and thus toward shared values held by most Americans. Focusing our corporate governance accountability system on the issue over which corporate leaders and institutional investors have the most responsibility--making money the right way-is one all Americans can get behind., I. INTRODUCTION In this article, I venture some thoughts on this key question: are there principled, non-ideological methods by which corporate leaders and institutional investors can ameliorate the controversy about [...]

Companies recruit specialists to help them generate, manage and interpret the flood of data that is the lifeblood of modern supply chains. Hence, job titles such as data analyst, data [...]

Summary * Law firm mergers and acquisitions require strategic planning and due diligence to ensure compatibility. * As the largest law firms continue to grow, the market for legal services [...]

I. INTRODUCTION Most law firms have policies and procedures for the preparation and delivery of legal opinion letters to recipients who are not their clients. (1) The policies typically identify [...]

The Student Case Competition is sponsored annually by IMA[R] to provide an opportunity for students to interpret, analyze, evaluate, synthesize, and communicate a solution to a management accounting problem. About [...]

In most situations, when a lawyer sends a bill to a client, the client pays the fees. When the client believes that a fee or expense is unreasonable, the client will ask for reductions. Conscientious lawyers review a bill before sending it to the client, exercising judgment in terms of what fees and expenses are reasonable. But in bankruptcy cases, the estate pays the court-appointed professionals' fees and expenses out of unsecured funds or from a cash collateral carve-out. Thus, the responsibility for scrutinizing the fees and expenses falls not to a particular client, but to the court, per 11 U.S.C. [section] 330. The debtor-in-possession isn't particularly motivated to pay attention to line items on a bill, especially in a bet-the-company case. Moreover, most debtors in possession aren't sure what activities are necessary or which level of professional should be performing which tasks. Creditors might pay attention to the overall burn rate of fees, but often, the cost of objecting to a fee application outweighs the potential benefit in filing the objection. The United States Trustee or a fee examiner can evaluate line-item entries, raising issues about reasonableness; however, those parties question line items months after the time has been recorded. That Monday-morning quarterbacking is not nearly as efficient as is exercising judgment at the time that the professional is doing the actual work. Time written off is time that a professional can't redeploy. We argue that developing a mindset that focuses on billing judgment at the time of performing the work, whether for a bankrupt estate or a solvent client, is better for the bankruptcy estate or client and better for the professionals themselves. The trick lies in how to deploy data and social science to nudge people into developing a better billing judgment mindset., INTRODUCTION How many attorneys does it take to change a light bulb? Let's see. One to check the socket. Another to order the bulb. Three or four to do research [...]

In a 2001 article (Function Over Form: A Reassessment of Standards of Review in Delaware Corporation Law) two of us, with important input from the other, argued that in addressing issues like hostile takeovers, assertive institutional investors, leveraged buyouts, and contested ballot questions, the Delaware courts had done exemplary work but on occasion crafted standards of review that unduly encouraged litigation and did not appropriately credit intra-corporate procedures designed to ensure fairness. Function Over Form suggested ways to make those standards more predictable, encourage procedures that better protected stockholders, and discourage meritless litigation, by restoring business judgment rule protection for transactions approved by independent directors, the disinterested stockholders, or both. This article examines how Delaware law responded to the prior article's recommendations, concluding that the Delaware judiciary has addressed most of them constructively, thereby creating incentives to use procedures that promote the fair treatment of stockholders and discourage meritless litigation. The continued excellence and diligence of the Delaware judiciary is one of Delaware corporate law's core strengths. But some recent cases have articulated standards of review that involve greater than optimal litigation intensity and less than ideal respect for decision-making in which independent directors and disinterested stockholders have potent say. Those standards also impair the integrity of Delaware's approach to demand excusal in derivative cases and the identification of controlling stockholders. We also propose eliminating concepts like substantive coercion that do not provide a legitimate basis for resolving cases. Finally, we urge action to correct new problems such as the unfair targeting of corporate officers for negligence claims in representative actions and the frustrating state of practice under Delaware's books and records statute., I. INTRODUCTION A generation ago, two of us, together with our late friend, Professor and former Chancellor William T. Allen as co-author, and the third of us as a primary [...]

INTRODUCTION Although most courts operated remotely last year, arbitration decisions continued unabated. The U.S. Supreme Court granted certiorari in two new cases, but declined to decide another case that it [...]

AS LAW FIRMS CONTINUE to weather the pan demic with the new COVID-19 variants, many firms have already implemented hybrid work initiatives and have work from home protocols in place. [...]

Often as a condition to the closing of loan transactions, borrowers are expected to have their counsel provide written opinions to the lenders addressing the enforceability and legality of the borrowers' obligations under the loan documents. In doing so, the opinion givers are not expected to address all laws that may be applicable. This article discusses the views of the authors as to what laws are commonly not expected to be addressed in such opinions delivered in the U.S. commercial loan context and reasons for their exclusion., INTRODUCTION In a U.S. commercial loan transaction, counsel to the borrower is often requested to provide a written opinion letter for the benefit of the lender addressing the enforceability against [...]

By 2030 we will see significant legal work being done by machines. As exponential growth of technology consumes the world, the legal industry is especially appetising. As a result, legal [...]

HARD TO BELIEVE another year-end will soonbe upon us. Every December great efforts are made for boosting collections so law firms can end the year strong and maximize profitability. While [...]

INTRODUCTION Although the past year did not feature 'headliner' arbitration decisions such as AT&T Mobility, LLC v. Concepcion (1) or Epic Systems Corp. v. Lewis, (2) courts continued to issue [...]

This reply to For Whom Is the Corporation Managed in 2020? The Debate Over Corporate Purpose by Professor Edward Rock supports his depiction of the current state of corporate law in the United States. But by contrast to Professor Rock, I do not trace the debate over corporate purpose to recent statements by business elites belatedly recognizing that our corporate governance system has failed to work for the many and is contributing to growing inequality. Rather, I source the debate to the work of advocates and scholars who have long been trying to restore fairness to our economy by updating an outdated mid-twentieth century corporate governance system to address evolving market and political developments. Taking a more positive view than Professor Rock, I argue that the most promising corporate governance reform proposals do not involve a revolution, but a restoration. They build on traditional corporate law techniques and restore the balance among stakeholders that characterized governance in the period when the U.S. economy worked best., In his excellent article, For Whom Is the Corporation Managed in 2020? The Debate Over Corporate Purpose, Professor Edward Rock articulates his understanding of the current debate over corporate purpose [...]

Today's accounting information systems have greatly reduced the amount of time managers need to gather employee data in order to analyze performance. In fact, many information systems are sophisticated enough [...]

In the three decades after World War II, workers and stockholders shared equitably in the nation's growing wealth. But over the last several decades, this fair gainsharing has diminished as the power of the stock market, in the form of institutional investors, has grown as the comparative voice and leverage of workers has declined. As a result of these and other factors, a much greater share of the gains from increased corporate profitability and productivity has gone to stockholders and top management, on the one hand, and much less to employees, on the other. Contributing to this divide has been a push to tie top management pay to total stockholder return and to create incentives for management to deliver returns to stockholders, even ifthat requires decreasing the share that the workers primarily responsible for corporate success receive. The resulting economic insecurity and inequality have caused demands for serious change in corporate governance to give greater weight to the interests ofworkers. In this article, we focus on one practical way to move toward that worthy goal: reconceiving the compensation committee. A reconceived compensation committee would focus on the company's entire workforce--not just senior management--and have the responsibility for overseeing management's implementation of an effective system to compensate workers fairly, ensuring they receive a fair share when corporate productivity and profitability increase, and analyzing what allocation of compensation within the company's workforce would provide the greatest motivation to encourage corporate success. To accomplish this, compensation committees would be expected to understand the nation's, the industry's, and the company's traditional gainsharing practices among workers, stockholders, and top management and develop and implement a corporate strategy to ensure that gainsharing is equitable. By doing so, compensation committees would also be able to more rationally set top executive compensation and establish metrics for top management and key personnel involved in gatekeeping functions that are tied to good EESG practices and not just to stock price. The reconceived compensation committee should also be the committee charged with compliance and EESG responsibilities in the areas most important to workers, including not only worker pay and benefits but also safety, racial and gender equality, sexual harassment and inclusion, and training and promotion policies. Not only that, the reconceived compensation committee should monitor company practices in its supply chain to ensure that the company's adopted policies regarding fair treatment of workers extend to workers employed by company contractors. By this evolutionary means that builds on the existing American corporate governance system, important strides can be taken toward making our capitalist system work better for the people most critical to its success: workers., INTRODUCTION Growing inequality and economic insecurity over the past two decades have enhanced pressure on corporate boards to address the decline in gainsharing between employees, on the one hand, and [...]

This article has been abstracted from a series of telephone conference discussions among E. Christopher Johnson, Jr., John H. Stout, and Ashley C. Walter, each of whom has chaired committees of the Business Law Section and served as a member of the Council. The discussions focused on the evolution, meaning and critical importance of the ideas, meanings, and principles embodied in the terms 'sustainability,' CSR (corporate social responsibility), and ESG (environment, social, and governance). The discussion began before the novel coronavirus pandemic and the killing of George Floyd impacted our lives and our country's and the world's social, political, and economic well-being and order. The discussion and preparation of this article was heavily influenced by these events as they forced not only an examination of the history of the above terms but also a reflection on their application to, and relevance for, strategically charting a path forward., JOHN H. STOUT ('JOHN'): Ashley, I'm looking at the outstanding book that you and your co-editors prepared: The Lawyer's Corporate Social Responsibility Deskbook (1) The book references several key terms: [...]

Most of the Uniform Commercial Code revision and amendment projects of recent decades have drawn invaluable input and energy from the committees, subcommittees, task forces, and working groups of the ABA's Business Law Section. The projects addressed in this article are the initial promulgation of Article 2A on Leases; the repeal and revision of Article 6 on Bulk Sales; the revisions to Article 8 on Investment Securities; the revision of Article 9 on Secured Transactions; and the 'Terrible Two's' projects involving UETA, the unfulfilled amendments to Articles 2 and 2A on Sales and Leases, and UCITA. Drawing on their firsthand experiences among many other sources, the authors show the wide variety of beneficial forms that the Section's input has taken., The seventy-fifth anniversary of The Business Lawyer provides an excellent occasion to step back and take informal stock of the contributions that the ABA's Business Law Section (the 'Section') has [...]

From its first article in 1946 through the emergence of LLCs in 1977 and on to the present day, The Business Lawyer has charted and helped foster the development of alternative entities and the increase in their complexity over time. This article follows the course of The Business Lawyer's coverage of these entities, starting with a look at their history and then moving on to their continued development over the last thirty years. This article then briefly identifies a few important substantive issues in alternative entity law that have been covered by The Business Lawyer in recent decades, before considering some 'hot topics' currently at issue., I. INTRODUCTION For nearly seventy-five years, The Business Lawyer has published articles concerning important topics and developments in business law. Although there have been countless issues involving business law during [...]

Whether you're a practicing management accountant or, like us, teach principles of accounting and finance at a college level, you've likely found yourself challenged with finding ways to connect with [...]

INTRODUCTION The authors have had the privilege of reporting on important consumer arbitration developments in the Annual Survey for many years. Each year, the only dilemma has been deciding which [...]

THE BIGGEST QUESTION on the minds of most managing partners and administrators today is 'What's ahead for 2023?' Law firms are working in a roller coaster economy, and 2023 is [...]

GROWING UP, my dad was an executive with an automobile manufacturer and was never afraid to get his hands dirty working on cars. He was the quintessential 'automotive guru' and [...]

THE LAST SEVERAL COLUMNS have addressed time entry, billing, collection, realization and applying process improvement for maximum profitability. Law firms focus on generating and collecting fees that fall to the [...]

Forget the last mile. One of today's biggest fulfillment challenges is the short trip from the delivery truck to one of dozens--or hundreds--of possible delivery spots in a building, a [...]

INTRODUCTION From the late 1990s until 2012, when the Bureau of Consumer Financial Protection ('CFPB') commenced arbitration rulemaking, the consumer arbitration landscape was dominated by robust judicial decision-making, including several [...]

Whether at technology companies like Adobe, traditional companies like General Electric (GE), or professional service organizations like Deloitte, the annual performance review has been replaced by more frequent, less formal [...]

Over 18 months ago, I had the humbling experience of being elected unanimously as the managing principal of Porzio, Bromberg & Newman after spending two decades at the firm as [...]

OUR LAST FEW COLUMNS have taken a deep dive into timekeeping behaviors and billing write-downs/write-offs. Timekeeping behaviors can be adjusted to improve time capture, but write-offs can become more problematic [...]

MY LAST FEW COLUMNS have focused primarily on the importance of capturing contemporaneous time, preparing prompt and accurate billing, and timely collections. While law firms continue to take advantage of [...]

Safety incentives as traditionally deployed (prizes rewarded for no reports of injuries) often do more harm than good. To win rewards, employees might hide injuries and not report them. You're [...]

A board's effectiveness is a magical blend of the qualities of its members, the breadth of their experience, and their commitment to the company and its shareowners. --Clifton R. Wharton, [...]

Globalization's long, complex supply chains inevitably entail much greater risk than shorter, simpler ones. The Covid pandemic has shown some of the costs of that risk. These were never incorporated [...]

Frank Balotti was well known and respected in Wilmington and Delaware, of course; but he was also well known and respected throughout the United States for his participation in many [...]

In October 2011, the SEC issued new guidelines for disclosure of cybersecurity risks. Some firms responded to these guidelines by issuing new risk factor disclosures. This article examines the guidelines and cybersecurity disclosures in the context of existing laws governing securities regulation. It then examines empirical results from firm disclosures following the new guidelines. Evidence shows a relatively small proportion of firms chose to modify their risk factor disclosures, with most firms choosing not to disclose any specific cybersecurity risk. Moreover, disclosing firms generally experienced significant negative stock market price effects on account of making new disclosures. Rather than viewing disclosure as a positive signal of management attentiveness, investors apparently viewed it as a cautionary sign., Contents I. Introduction 2 II. Cybersecurity Disclosure Requirements 3 A. Disclosure Rules: Generally 4 1. Risk Factor Disclosure (Item 503) 6 2. MD&A Disclosure (Item 303) 7 B. 2011 Cybersecurity [...]

LAST ISSUE we discussed the importance of contemporaneous time entry and the potential impact it can have on firm billing, collections and profitability. Time should be entered daily and to [...]