Quinn Emanuel Urquhart & Sullivan, LLP

Sometimes, the important things are in the fine print. That is the lesson to the securities defense bar, when a sweeping change to the SEC’s disgorgement powers is taking effect after being authorized in section 6501, contained on page 1,238, of the National Defense Authorization Act that passed in December over a presidential veto. For more information about the expansion of the SEC’s power and key takeaways from this new legislation, read our most recent Securities Law Alert: https://www.quinnemanuel.com//congress-expands-the-sec-s/

In a recent decision in Harris v. Harris FRC Corp., the Delaware Court of Chancery authorized the amendment of a confidentiality order to allow documents produced in that appraisal proceeding to be used to plead claims for breach of fiduciary duty. Confidentiality orders customarily include use restrictions, limiting the use of materials designated as confidential under the order to the ongoing litigation and for no other purpose, including other litigations. However, as ar...ticulated in this decision, the court retains the authority to modify the terms of a confidentiality order for good cause, which the court described as a lenient standard. Here, the court found that the use of the discovery materials to press breach of fiduciary duty claims constituted good cause, and there was no prejudice to the company, because the information would remain confidential and [a] confidentiality order is not a covenant not to sue. Accordingly, the Court modified the confidentiality order to allow discovery materials to be used in any claims that the plaintiff may bring against the company. Read the full opinion here: https://courts.delaware.gov/Opinions/Download.aspx?id=315160

The Court of Chancery confronted a novel issue of contractual fee shifting in Great Hill Equity Partners IV, LP v. SIG Growth Equity Fund I, LLLP. A disputed sale of a company had resulted in nearly a decade of litigation (involving the participation of 5 current or former members of the Court of Chancery) that had seen the parties incur a combined $57 million in legal fees. The Merger Agreement at issue contained a fee-shifting provision allowing the prevailing party to re...cover its fees. The Court found, however, that there was no clear prevailing party in the litigation. In that case, the contract required the Court to apportion fees on an equitable basis. The Court struggled with what equity required in a situation where protracted litigation had seen a finding of liability for breaches of contract and fraud against certain defendants, but the plaintiffs had only proven minimal damages. In such circumstances, the Court decided that nothing is more equitable than to leave the fees in repose. Going forward, parties should be aware that fee-shifting provisions providing for equitable apportionment in the event of a split outcome may be construed to provide a basis to revert to the American rule of each party bearing its own fees. Full opinion: https://bit.ly/3oUnnLS

A special purpose acquisition company (SPAC) is a shell company with no operations that raises capital in an initial public offering for the purpose of merging with and taking public an unspecified existing company. This can be a faster and more efficient method of going public than a conventional direct or underwritten public offering, which has made SPACs increasingly popular investments. In fact, by mid-2020, SPACs had already set records, with over $22 billion in deal value. The massive amount of SPAC capital being raised has created a huge demand for suitable acquisition targets. But that deluge presents heightened litigation risks. Read more about the litigation associated with supply and demand imbalance in the SPAC world: https://www.quinnemanuel.com//recent-cases-highlight-supp/

In December 2020, Congress passed the National Defense Authorization Act for Fiscal Year 2021 (Defense Act), which includes significant reforms to the United States’ monitoring system for financial crimes. Although President Donald Trump vetoed the Defense Act, the Senate voted to override the President’s veto on January 1, 2021. As a part of the Defense Act, the Anti-Money Laundering Act of 2020and the Corporate Transparency Act included thereinseeks to facilitate great...er international collaboration in anti-money laundering efforts and reduce the activities of shell entities in the United States as part of schemes to engage in criminal activity. The Anti-Money Laundering Act also includes several notable amendments to the Bank Secrecy Act to enhance whistleblower protections, incentives, and provide stronger regulation of virtual currency and virtual currency exchanges. Read our most recent Client Alert, which provides a summary of the major provisions of the Corporate Transparency Act and other sections of the Anti-Money Laundering Act, here: https://www.quinnemanuel.com//new-beneficial-owner-requi/ #QuinnEmanuel #BusinessLitigation #ClientAlert #DefenseAct

#QuinnEmanuel is pleased to welcome Scott Cole and Asher Griffin, who join the firm as partners in the new Austin office. Scott is an experienced trial lawyer who specializes in patent litigation. Asher handles litigation across industries and practices, including pharmaceutical litigation, oil and gas disputes, private equity/hedge fund litigation, and intellectual property disputes. Scott and Asher join #QE partners Matthew Scheck and John Bash to form the new Austin office. Welcome, Scott and Asher! #NoFirmLikeOurs #GetUsOnYourSide

2020 was the year of the SPAC. Some see the boom in SPACs as a return to speculation in all its gloryand the possibility that the SPAC market is frothy is increasingly also attracting the attention of short sellers. As a result of these factors, some short sellers are even using the pool of upcoming SPACs as a starting place for short opportunities. In this update, we summarize recent litigation prompted by or correlated with short seller interest in de-SPAC acquisition ...transactions, and examine the implications for all sides of the SPAC market. Read the full update here: https://www.quinnemanuel.com//recent-spac-litigation-tied/ #QuinnEmanuel #SPACupdate #SPAC #litigation

On November 17, #QE Partner David M. Orta will participate in a panel discussion for the Trade Association for Emerging Markets’ upcoming webinar Recent Developments in Emerging Markets Arbitrations. The webinar, aimed at both EM investors and legal advisors, will provide analysis and commentary on how arbitration affects investments in the Emerging Markets. David’s panel discussion takes place at 10AM EST/3PM GMT. Discussion topics include: What are the recent developmen...ts in investment arbitrations and enforcements relating to sovereign debt? Can arbitration be used as a tool for bond restructuring? How has the Covid-19 pandemic affected arbitrations? How have the Trump Administration and Brexit affected arbitrations globally, and what will be the implications of the results of the U.S. election for arbitrations moving forward? To register for the webinar: https://netforumpro.com/eWeb/DynamicPage.aspx #QuinnEmanuel #Arbitration

As the Covid-19 pandemic continues, the race to develop a vaccine barrels forward. Due to the breadth of the pandemic, traditional commercial incentives associated with intellectual property are under scrutiny, particularly given the rights available to the government arising from any investment in the development of a vaccine for Covid-19 and the societal pressure on companies to rapidly develop and mass produce a viable, safe, and affordable vaccine. Read more here: https://www.quinnemanuel.com//article-september-2020-life/ #QuinnEmanuel #QE #IntellectualProperty #BusinessLitigationReport #Litigation #Pandemic #Covid19

BTI Consulting AGAIN dubbed #QuinnEmanuel the world’s most feared law firm one that top legal decision makers do not want to see on the other side. This is #QE’s 11th time on BTI’s annual Fearsome Foursome list, a select group of the most-feared firms. Read more here: https://bticonsulting.com//21-law-firms-clients-fear-most- #FearsomeFoursome #MostFeared #GetUsOnYourSide #Litigation

The Supreme Court continues to engage with the arbitral process from the bench, recently weighing in on the meaning and scope of the Federal Arbitration Act (FAA). In a unanimous decision, the Court held that a nonsignatory to an arbitration agreement may compel arbitration notwithstanding the Convention on the Recognition and Enforcement of Foreign Arbitral Awards, known as the New York Convention. Read more here: https://www.quinnemanuel.com//article-september-2020-appe/ #QuinnEmanuel #QE #BusinessLitigationReport #Arbitration

Quinn Emanuel is pleased to announce Partner David M. Orta’s admittance to the 2020-2021 Roster of International Arbitrators of the National and International Arbitration Center of the Lima Chamber of Commerce. More information here: https://www.quinnemanuel.com//david-orta-admitted-to-the-/ #QuinnEmanuel #QE #Arbitration

Congratulations to Kevin Johnson, Shon Morgan, William Price, and Sandy Weisburst, the four #QuinnEmanuel partners named as Law360’s 2020 MVPs of the Year in their respective practice areas. The list recognizes exemplary individuals who have achieved incredible levels of success. More here: https://www.quinnemanuel.com//law360-names-quinn-emanuel/

A recent federal decision provided significant guidance on a frequently disputed issue in transnational litigation: applying the forum non conveniens doctrine. On July 1, 2020, the U.S. Court of Appeals for the Eleventh Circuit reversed a district court ruling that a Mexican court was a more convenient forum for a lawsuit brought by two U.S. and 37 non-U.S. plaintiffs represented by #QuinnEmanuel. Read more about the important implications of this decision for plaintiffs seeking to bring cross-border disputes in the United States and for defendants seeking to dismiss those lawsuits: https://www.quinnemanuel.com//article-september-2020-elev/

#QuinnEmanuel is pleased to be recognized once again in The Legal 500's 2021 UK Edition, ranking among the top firms in 11 practice areas. Congratulations to the 15 #QE attorneys who have been recognized in their respective practice areas, as well. More information here: https://www.legal500.com/united-kingdom-solicitors/ #NoFirmLikeOurs #GetUsOnYourSide #L500UK2021

On October 15, #QuinnEmanuel Of Counsel Andre Luis Monteiro will be a featured speaker during London Chamber of Arbitration and Mediation (LCAM)'s webinar. The panel will be discussing access to arbitration and mediation for resolving international businesses disputes. More information here: https://register.gotowebinar.com/regist/2091222048005381648 #InternationalDisputeResolution #Arbitration #Mediation

#QuinnEmanuel attorneys David M. Orta, Dawn Yamane Hewett, Lucas Loviscek, Julianne Jaquith, and Woo Yong Chung recently contributed to The Arbitration Review of the Americas 2021, published by Global Arbitration Review. Their chapter, Investment Treaty Arbitration in the Americas, covers the current status of the United States-Mexico-Canada Agreement (USMCA), developments and measures related to the coronavirus and the impact on treaty arbitration in Latin America, and more. Read here: https://globalarbitrationreview.com//investment-treaty-arb

#QuinnEmanuel is present at the Bucerius Law School #Absolventenmesse2020 today from 14:00 - 17:00. Partners Nadine Herrmann and Rüdiger Lahme encourage all attendees to pop by *Stand 2* for a chat about a career in #litigation and find out why we say #NFLO!

Congratulations to #QuinnEmanuel Partner and Co-Founder of the Lawyers Depression Project Joseph Milowic III for being named Lawdition's first "Lawyer of the Week"! The recognition comes in connection with his presentation on depression in the legal profession in which he shared his experience with mental health issues and the perceived stigma which sometimes prevents legal professionals from seeking help. LAWDITION produces TED-talk like CLE videos for in-house counsel. Joe’s presentation can be viewed here: https://lawdition.com/video/31

#QuinnEmanuel is delighted to announce that on September 27, 2020, the firm successfully represented 36 companies of the NMC Health group, the largest private #healthcare provider in the #UAE, in seeking and obtaining administration orders for the companies, in the Abu Dhabi Global Markets court. This is the first time that such orders have ever been obtained in this jurisdiction, and only became possible following the successful continuance of these entities from three separ...ate Emirates into the ADGM jurisdiction. Mr. Richard Fleming and Mr. Ben Cairns of Alvarez & Marsal have been appointed as joint administrator’s to those companies; having already taken roles as joint administrators of NMC Health plc (in administration) in April 2020. The QE team was led by Sr. Partner Richard East, Partner Robert Hickmott, & associates Katie Reith, Karabeth Ovenden (nee Randolph) and Jerome Squires, and were assisted by a leading counsel team from 3/4 South Square, including Tom Smith QC, Felicity Toube QC, both assisted by Adam Al-Attar & Matthew Abraham. The companies were advised by a team from Alvarez & Marsal, and Kirkland & Ellis advised the companies on the terms of the new administration finance facility.