Corporate law firms nationwide were relieved as attorney-client privilege and the work-product doctrine remained safeguarded. In a recent decision, the Sixth Circuit Court of Appeals had temporarily stayed a district court’s decision requiring the disclosure of investigative materials related to the FirstEnergy Corporation (“FirstEnergy”) bribery scandal (“Scandal”). (Debra Weiss, ABA Journal). After the Scandal implicated FirstEnergy in funneling money to politicians to secure the passage of Ohio House Bill 6, the company’s board of directors hired the law firms of Jones Day and Squire Patton Boggs to internally investigate the allegations. (Alison Frankel, Reuters). The district court reasoned that because FirstEnergy sought counsel’s advice for both business and legal purposes, the communication did not fall under attorney-client privilege or the attorney-work-product doctrine. In re FirstEnergy Corp., No. 24-3654, 2025 WL 2335978, at 2* (6th Cir. Aug. 7, 2025). The Sixth Circuit disagreed, stating "Th[is] approach gets it backwards” and found that communications produced by law firms hired for the purpose of conducting internal investigations are protected by attorney-client privilege and attorney-work-product doctrine. Id. This post examines how the Sixth Circuit addressed the privacy issue raised by the district court’s decision and analyzes the ruling’s ramifications for corporate internal investigations, as well as its broader effects on large corporate firms and law firm business practices.
Read MoreThe Wu-Tang Clan’s secretive album, Once Upon a Time in Shaolin, is the unicorn of recorded albums—everyone has heard of it, but only few have listened. Recently, this elusive album was at the center of a novel decision in New York federal court. PleasrDAO v. Shkreli, No. 24-CV-4126 (PKC) (MMH), 2025 WL 2733345, (E.D.N.Y. Sept. 25, 2025). On September 25, 2025, in evaluating the legal sufficiency of PleasrDAO’s argument, and whether a jury could reasonably find a trade secret violation, the court concluded that the album could qualify as a trade secret protected under the trade secret doctrine. Id.; (Aislinn Keely, Law360). This holding wades into uncharted territory and opens the door to further trade secret protections of traditionally unprotected art forms. (Aislinn Keely, Law360); (Jennifer Klausner, Davis+Gilbert). This post explores the case surrounding the uniqueness of the Wu-Tang Clan album and the implications the decision can have for other creatives.
Read MoreIn 2017, the Tax Cuts and Jobs Act (“Act”) created the notion of an Opportunity Zone (“OZ”) to encourage private investment into economically disadvantaged communities. (Blake Christian, Holthouse). The goal of an OZ is to stimulate economic growth and job creation by offering tax incentives for investors in these communities. Id. Under the Act, a company that realizes a capital gain can reinvest the money in a Qualified Opportunity Fund (“QOF”) to defer capital gains taxes. (Nancy Anderson, Holland & Knight). Investments held for five to seven years before 2026 could reduce taxable capital gains by up to 15%. Id. Originally, OZs were intended to end in 2026, but the One Big Beautiful Bill Act (“OBBBA”) makes the program permanent while refining the rules to better target truly disadvantaged areas. Id. This post seeks to understand how the OBBBA reshapes OZs by narrowing eligibility to target the most disadvantaged tracts, introducing Qualified Rural Opportunity Funds (“QROFs”) with enhanced incentives, establishing a ten-year re-evaluation process to ensure designations remain accurate, and imposing stricter compliance measures to prevent abuse and promote genuine community investment.
Read MoreIn recent years, the tech industry has made significant efforts towards securing sustainable and reliable energy sources. These efforts are driven by the increasing energy demands of power-developing artificial intelligence (“AI”) and data centers. The increasing demands have led many technology companies to explore the clean energy capability of nuclear power. For example, tech giant Meta agreed to purchase nuclear power from Constellation's Clinton Clean Energy Center in Clinton, Illinois on June 3, 2025. (Stevens, CNBS). The Meta deal encapsulates the growing importance of nuclear energy in the tech industry and sets a precedent for other tech companies looking to secure and invest in sustainable and reliable energy sources. (Timothy Gardners, Reuters). This post explains the key tenants of the deal, the tech industry’s move to nuclear power, and the challenges of additional nuclear power usage.
Read MoreOn February 10, 2025, President Trump signed Executive Order 14209, instructing the Department of Justice (“DOJ”) to pause all enforcement actions under the Foreign Corrupt Practices Act (“FCPA” or the “Act”), the penultimate vehicle for foreign business corruption prosecution in the U.S. (Todd Blanche, Department of Justice). However, on June 9, 2025, Deputy Attorney General Todd Blanche released a memorandum announcing that the DOJ would resume enforcing the FCPA, albeit with a new approach that will tailor enforcement to cases that protect the interests of U.S.-based firms. Id.; (Chris Prentice, Reuters). This article examines the Executive Order that paused FCPA enforcement and the DOJ’s new approach to its enforcement.
Read MoreDelaware law, British courts, and a material adverse effect all converged in BM Brazil, a recent decision by the England and Wales High Commercial Court that applied Delaware law to interpret a Material Adverse Effect (“MAE”) clause in a cross-border merger dispute. BM Brazil v. Sibanye, EWHC 2566 (Oct. 10, 2024). MAE clauses are used in sale and purchase agreements (“SPA”) to give buyers protection against certain events in the merger and acquisition (“M&A”) context, allowing the buyer to terminate the contract between signing and closing. (Bloomberg Law). Although these clauses are commonly included in M&A contracts, findings that an event constitutes an MAE occurred are few and far between. (Glenn D. West, Business Law Today). While BM Brazil provides valuable insight on how courts analyze MAE clauses, courts remain unlikely to find an MAE occurred in most cases. (Charlotte Eborall, Journal of International Banking and Financial Law (UK); Glenn D. West, Business Law Today). This post discusses the details of the case, the Commercial Court’s holdings, and the application of MAE clauses to modern contract execution.
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