Insights.
Memoranda from our partners on developments we are tracking. Written for general counsel and finance committees · not for marketing teams. Six new pieces per quarter. Subscribe to receive directly.
- INS-0422026-04-22· M. Westbrook
When the Federal Rule 12(b)(6) standard meets a Twiqbal-resistant fraud claim
Recent S.D.N.Y. decisions clarify the pleading standard for scheme-liability fraud where the alleged scheme spans multiple controlling shareholders. We trace the line from Tellabs through the Ridgeway docket and identify three pleading inflections worth tracking.
- INS-0412026-04-08· D. Hayes
Securities defense after the Macquarie majority opinion
The Court's Macquarie holding tightens omission liability under Item 303. Defendant-side practitioners should expect a re-pleading wave in the second half of 2026 — particularly in cyclical-disclosure cases. We map three open questions.
- INS-0402026-03-19· J. Park · A. Reilly
Carveout structuring under the new Delaware §122(18)
Senate Bill 313 amendments to §122 modernize stockholder agreements and reset the field for transferred-control covenants. A practitioner's checklist for new transactions and amendments to live agreements.
- INS-0392026-02-26· F. Chen
FCPA enforcement in 2026: where the books-and-records emphasis is heading
Pattern shifts at DOJ Fraud Section. Books-and-records charges as a stand-alone basis are climbing relative to anti-bribery counts. What this means for compliance program audits and internal investigation scope.
- INS-0382026-02-04· Hon. R. Cole (ret.)
Three circuit splits ripening for cert review in OT26
From the second-circuit panel decision in Atlantic Pension to the recent ninth-circuit en banc in Ridgeway, three splits look ready. We rank them by cert-readiness and likely amici.
- INS-0372026-01-15· K. Marsh
Restrictive covenants after the FTC non-compete rulemaking pause
The FTC's pause leaves state law in the driver's seat. We compare California's near-absolute ban with Massachusetts' new garden-leave regime and discuss drafting choices for mobile senior executives.
