Author Archives: lg3873

Delaware Enacts Sweeping Changes to Treatment of Conflicted Transactions

by Morgan A. Davis, Susan Reagan Gittes, Gordon Moodie, Maeve O’Connor, Zachary H. Saltzman, Shannon Rose Selden, Erik J. Andrén, and David J. Hotelling

From left to right: Morgan A. Davis, Susan Reagan Gittes, Gordon Moodie, Maeve O’Connor, Zachary H. Saltzman, Shannon Rose Selden, Erik J. Andrén, David J. Hotelling (photos courtesy of Debevoise & Plimpton)

Against the backdrop of several high-profile corporate departures from Delaware and chatter about possible future departures, on March 25, 2025, Delaware Governor Matt Meyer signed into law S.B. 21, which amends the Delaware General Corporation Law to provide greater clarity as to the treatment of transactions involving conflicted directors or controlling stockholders and to constrain the scope of materials available pursuant to stockholder books-and-records demands. The Office of the Governor touted the bill as “aimed at ensuring the state remains the premier home for U.S. and global businesses.” 

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The Rise of Audits as a Regulatory Tool for Tech

by Janet Kim, Matthew Bruce, Lutz Riede, Tristan Lockwood, Fiona McHugh, Florentine Schulte-Rudzio, and Bhavya Sharma

Photos of the authors

Top left to right: Janet Kim, Matthew Bruce, Lutz Riede, and Tristan Lockwood. Bottom left to right: Fiona McHugh, Florentine Schulte-Rudzio, and Bhavya Sharma (photos courtesy of Freshfields LLP)

As technology evolves, so do challenges in effectively regulating it. In an era where there is increasing focus on effective oversight of digital platforms, legislators are turning to audits as a go-to tool. This blog explores the reasons behind the growing adoption of audits in digital regulation, focusing on key legislative frameworks such as the EU’s Digital Services Act (DSA) and the UK’s Online Safety Act (OSA), and also explores the scope of audits in AI and other digital regulation. It also includes some practical tips for businesses navigating these new audit regimes.

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Federal Judicial Conference to Revise Rules of Evidence to Address AI Risks

by Avi Gesser, Jim Pastore, Matt Kelly, Gabriel Kohan, and Jackie Dorward

Photos of the authors

From left to right: Avi Gesser, Jim Pastore, Matt Kelly, Gabriel Kohan, and Jackie Dorward (photos courtesy of Debevoise & Plimpton LLP)

As the first quarter of 2025 draws to a close and we look ahead to the spring, important changes to the Federal Rules of Evidence (“FRE”) regarding the use of AI in the courtroom are on the horizon. Specifically, the Federal Judicial Conference’s Advisory Committee on Evidence Rules (the “Committee”) is expected to vote on at least one AI-specific proposal at its next meeting on May 2, 2025. The Committee has been grappling with how to handle evidence that is a product of machine learning, which would be subject to Rule 702 if propounded by a human expert.

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Personal and Ephemeral Messaging Platforms: A Priority Target for Enforcement and Regulators.

by David Craig, Michael Koenig, and Mark Rosman

Photos of the authors

Left to right: David Craig, Michael Koenig, and Mark Rosman (photos courtesy of Secretariat and Proskauer Rose)

In the not-too-distant past, professionals used email as their primary, if not their only, means of electronic communication. Texting was a futuristic novelty but also clumsy endeavor requiring between one and four button pushes on a small keypad to produce a single letter on an even smaller screen. It goes without saying, text messaging was ill-suited for rapid and substantive business communications. While a company’s employees occasionally sent work-related text messages for scheduling purposes, clear dividing lines generally existed between personal and professional communication. This made litigation holds and discovery relatively straight forward: discoverable business-related communications were in one bucket and non-discoverable personal communications were in another.

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A New FTC Labor Task Force

by Bruce McCulloch, Justin Stewart-Teitelbaum, Nina Frant, Angela Landry, and Emily Abbott

Photos of the authors

Left to right: Bruce McCulloch, Justin Stewart-Teitelbaum, Nina Frant, Angela Landry, and Emily Abbott (photos courtesy of Freshfields)

On February 24, 2025, Federal Trade Commission (“FTC”) Chairman Andrew Ferguson announced the creation of a new labor task force. The task force calls for the FTC’s Bureau of Competition, Bureau of Consumer Protection, Bureau of Economics, and Office of Policy Planning (“OPP”) to coordinate to investigate corporate labor practices that affect consumers. The task force was formally created via memorandum on February 26, 2025.

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The SEC’s Crypto Task Force Maps Its Journey

by Matthew Solomon, Tom Bednar, Hugh Conroy, Jr., Deborah North, Rahul Mukhi, Brandon Hammer, Samuel Levander, and Alex Janghorbani

From left to right: Matthew Solomon, Tom Bednar, Hugh Conroy, Jr., Deborah North, Rahul Mukhi, Brandon Hammer, Samuel Levander, and Alexander Janghorbani (photos courtesy of Cleary Gottlieb)

On February 4, 2025, SEC Commissioner Hester Peirce published a statement titled “The Journey Begins,” laying out a vision for the new administration’s SEC Crypto Task Force.[1] The statement signals a clean break from the enforcement-centered approach to the digital asset industry taken by former SEC Chair Gary Gensler.  Commissioner Peirce compares that past approach to a bad road trip, where the Commission “refused to use regulatory tools at its disposal and incessantly slammed on the enforcement brakes as it lurched along a meandering route with a destination not discernible to anyone.” 

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New York Data Breach Notification Law Updated

by Jenna Rode and Emilie Galper

Photos of the authors

Jenna Rode and Emilie Galper (Photos courtesy of Hunton Andrews Kurth LLP)

New York Governor Kathy Hochul recently signed into law several bills (S2659B and S2376B) modifying the state’s data breach notification law. The amendments revise the timing requirements for notice to affected individuals, expand the list of regulators to be notified, and add new data elements to New York’s definition of “private information.”

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Navigating GDPR Risks in AI: Insights from the EDPB’s latest Opinion & the UK ICO’s AI Consultation Response

by Dr. Christoph Werkmeister, Giles Pratt, Tristan Lockwood, and Dr. Benjamin Blum

In December 2024, the European Data Protection Board (EDPB) and the UK Information Commissioner’s Office (UK ICO) separately published significant guidance on the application of the GDPR to AI.

The EDPB’s Opinion 28/2024 had been much anticipated and generated significant media coverage, with headlines such as ‘AI developers don’t need permission to scoop up data, EU data watchdogs say’ (Politico). The UK ICO’s response to its year-long consultation on privacy issues in generative AI may have attracted less attention, but it also marked a significant development in how businesses should assess AI from a privacy perspective. 

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What Could a “Strategic Bitcoin Reserve” Mean in Practice?

by Stephen T. Gannon and Daniel M. Payne

Photos of the authors

Stephen T. Gannon and Daniel M. Payne (photos courtesy of authors)

The United States is no stranger to stockpiling strategic assets to serve important national interests. The U.S. strategic gold reserve provides financial stability and supports the value of the U.S. dollar. The U.S. strategic petroleum reserve, in contrast, protects the U.S. from emergencies and economic shocks in the oil industry, on which much of the modern economy depends. Now, the U.S. is strongly considering a new strategic reserve: the Strategic Bitcoin Reserve (“SBR”), in which billions of dollars’ worth of the digital currency Bitcoin would be securely stored as a new financial hedge and support for the U.S. dollar.

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The CFIUS Colossus: CFIUS’s Expanding Authority Changes the Risk Calculus for M&A Transactions

by Stephenie Gosnell Handler, Michelle Weinbaum, Mason Gauch, and Chris Mullen

Photos of the authors

Left to right: Stephenie Gosnell Handler, Mason Gauch, and Chris Mullen. (Photos courtesy of Gibson Dunn & Crutcher LLP)

A new final rule from the U.S. Department of the Treasury will expand CFIUS’s authority to request information from parties related to a transaction, increases potential penalty amounts, and expedites mitigation agreement negotiations in certain situations. With the exception of modifying the time frame within which parties are required to respond to mitigation agreement proposals, CFIUS largely adopted the language of its April 2024 proposed rule.

On November 18, 2024, the U.S. Department of the Treasury (“Treasury”), as Chair of the Committee on Foreign Investment in the United States (“CFIUS” or “the Committee”) issued a final rule largely codifying a rule proposed in April 2024, with only a handful of small, yet meaningful, changes. As noted in the accompanying press release, the final rule: Continue reading →