Law, disrupted

Avichal Garg, a venture capitalist and Chairman of the Crypto Council for Innovation, teams up with Emily Kapur, a partner specializing in blockchain litigation at Quinn Emanuel. They delve into the evolving legal landscape of cryptocurrency, focusing on challenges like jurisdiction and liability. The discussion highlights the unique role of stablecoins in bolstering U.S. economic influence, alongside the complexities of decentralized autonomous organizations. Their insights illuminate the urgent need for legal systems to keep pace with rapid technological advancements.

John is joined by Andrew Berdon, partner in Quinn Emanuel’s New York Office, and Joe Paunovich, partner in Quinn Emanuel’s Salt Lake City office.  They discuss the $300 million victory Andrew and Joe’s team recently won in Delaware Chancery Court in an earnout dispute arising from a pharmaceutical merger.  The dispute involved the acquisition of Syntimmune, a biotech company founded around a promising antibody drug—Alexion 1830—designed to treat rare autoimmune diseases by reducing levels of IgG.  The drug was initially developed from academic research at Harvard and advanced by a venture-backed startup that invested over $75 million before selling the company to Alexion, now a division of AstraZeneca.The acquisition included an upfront payment of $400 million, plus up to $800 million in earnout payments tied to eight developmental milestones, most of which were based on progress during pre-approval clinical trials.  The dispute arose when Alexion, shortly after the acquisition, deprioritized and ultimately terminated the drug’s development, citing safety concerns and a perceived loss of first-mover advantage.  No earnout payments were made.The court found that Alexion breached its obligation to use "commercially reasonable efforts"—defined in the agreement as those a similarly situated biotech company would use—to develop the drug.  Evidence at trial showed Alexion made no attempt to benchmark its efforts against peer companies developing similar drugs.  Instead, internal shifts in corporate priorities and the subsequent acquisition by AstraZeneca led to the program’s quiet abandonment, despite a highly promising therapeutic profile and a still viable market opportunity.The episode concludes with reflections on the broader pharmaceutical industry, the strategic use (and misuse) of earnout structures, and the importance of precisely drafted effort clauses to protect sellers when control shifts post-acquisition.Podcast Link: Law-disrupted.fmHost: John B. Quinn Producer: Alexis HydeMusic and Editing by: Alexander Rossi

John is joined by Professor Mark Wu, the Henry L. Stimson Professor at Harvard Law School, an expert in international trade and international economic law.  They discuss the legal and geopolitical implications of President Trump’s tariff strategy.  The President’s approach is rooted in a belief that the post-1970s international trade regime, which the U.S. helped build, has been exploited by foreign powers to the detriment of American interests, particularly the manufacturing sector and working-class communities.  The administration intends to leverage America’s market dominance and security alliances to pressure trading partners into more favorable terms, including opening their markets to exports and investing in America.To legally impose many of these tariffs, the President has relied on statutory authorities that Congress delegated to the executive branch, such as Section 232 of the Trade Expansion Act of 1962 (covering national security issues from the importation of goods), Section 301 of the Trade Act of 1974 (covering unfair trade practices by  foreign countries), and the International Emergency Economic Powers Act (IEEPA), which permits regulation of imports during a declared national emergency.  Unlike prior administrations, Trump has used IEEPA not only to declare national emergencies—such as the opioid crisis and trade deficits—but also to impose sweeping tariffs in response.These actions have sparked a series of legal challenges.  Several importers and states have filed suits arguing that the president overstepped his authority under IEEPA.  Courts are now scrutinizing whether this use of IEEPA constitutes an overly broad delegation of congressional power and whether the tariffs align with the IEEPA’s statutory language.  The Court of International Trade ruled against the administration on this issue.  That case is now before the Federal Circuit, which heard the appeal en banc.  Whatever the outcome, the Supreme Court is likely to weigh in.Even if tariffs under the IEEPA are barred by the courts, the administration has other tools at its disposal to achieve the same outcome, including imposing tariffs under Section 232, imposing tariffs under Section 301, and seeking additional legislation from Congress authorizing tariffs against specific countries.Regardless of legal outcomes, the global trade regime has fundamentally changed.  There will be no going back to the pre-Trump regime.  Traditional alliances have been strained, other countries are adapting to long-term U.S. unpredictability, and legal precedents set here could impact more than trade law. Podcast Link: Law-disrupted.fmHost: John B. Quinn Producer: Alexis HydeMusic and Editing by: Alexander Rossi

John Quinn is joined by Mohammed Rashik, Founder and CEO of Rain Intelligence, a legal technology company that helps lawyers identify emerging legal needs and find potential clients—to make rain. Rain Intelligence provides AI-powered analysis of data from social media, government filings, e-commerce platforms, and other sources to detect patterns and events that could signal potential class action cases, regulatory issues, or other complex litigation opportunities. The goal is to make business development for lawyers more systematic and data-driven than more traditional, reactive methods.The idea for Rain Intelligence was born from Mohammed’s frustration with the lack of tools to help generate clients when starting a solo practice. He began identifying legal issues proactively—such as discovering that a warehouse fire had likely been caused by a neighboring property’s code violations—and found this approach led naturally to client engagement. The core insight was that legal needs often follow predictable patterns triggered by real-world events, and those patterns can be identified and scaled using data science.Rain Intelligence delivers daily personalized reports tailored to each attorney’s practice areas, clients, and litigation history. These updates synthesize signals from a wide range of data pipelines—such as product labels, product recalls, consumer complaints, Substack articles, government announcements, and class action advertising—to identify high-potential legal opportunities. The opportunities are analyzed to assess the prospects for proving liability, the amount of damages, and the collectability of judgments. The service is subscription-based and is currently used by roughly half of the Am Law Top 10 firms and 20% of the top 200.Mohammed explains how Rain Intelligence pieces together disparate data sets to uncover legal risks that may not be obvious in isolation. For example, labeling a food item “preservative free” while including citric acid, which regulators consider a preservative, could be the basis for a lawsuit when combined with regulatory guidance and recent litigation trends. The technology is built to integrate seamlessly into legal workflows, helping lawyers generate business by doing what they do best—spotting legal issues and advising clients.Podcast Link: Law-disrupted.fmHost: John B. Quinn Producer: Alexis HydeMusic and Editing by: Alexander Rossi

John is joined by Renny Hwang, Deputy General Counsel and Head of Litigation at OpenAI and former Head of Litigation at Google. They discuss the legal issues surrounding AI technology. Renny explains that he believes that existing law is well equipped to deal with copyright, fair use and product liability issues raised by AI, but the challenge the industry faces is that most people do not understand how AI works. He also explains that he believes other legal issues, such as corporate transparency and governance, might require new regulations. John and Renny discuss the likely impact of patent and trade secret law on the AI industry in light of the industry’s tendency to publish significant research and findings. They also discuss the effect of the absence of comprehensive federal AI regulation, including the difficulty companies have in to implementing different compliance regimes for different jurisdictions and the possibility that the European AI Act will become the de facto default standard for AI regulation globally. Finally, Renny explains that OpenAI is a mission-driven company focused on building safe and beneficial AI and that commitment is reflected in OpenAI’s Board-level Safety Committee.Podcast Link: Law-disrupted.fmHost: John B. Quinn Producer: Alexis HydeMusic and Editing by: Alexander Rossi

John is joined by Brad Karp, Chairman of Paul, Weiss, Rifkind, Wharton & Garrison LLP.  Brad explains how he led Paul Weiss to diversify its business beginning in the financial crisis of 2008, when its core business of litigation was still highly profitable, to become a global leader in private equity transactions, mergers and acquisitions and financial restructuring as well.  He describes how he approached leading lawyers in these fields and convinced them to join the firm by emphasizing the firm’s profitability, reputation, culture, and client base and how each individual would fit into the firm’s existing business.  Brad also explains the firm’s dramatic expansion in London in the summer of 2023 and why he does not foresee further significant international expansion in the future.  John and Brad then discuss the recent trends in large law firms towards recruiting highly paid superstar lawyers and the growth of salaried or nonequity partners.  They also discuss the major trends they expect to see in the future, including the increasing use of AI within the legal industry, the dramatic rise of litigation and regulatory investigations over the use of AI and the influence of climate change on every area of law practice.  Finally, Brad describes his firm’s longtime commitment to actively taking on social justice and pro bono representations and the challenges of handling these engagements in today’s increasingly politicized environment.Podcast Link: Law-disrupted.fmHost: John B. Quinn Producer: Alexis HydeMusic and Editing by: Alexander Rossi

John is joined by Andrew Frank, Founder and President of KARV.  They discuss the evolving role of strategic communications in legal and other public relations “crisis” situations. KARV focuses on strategic advisory services, particularly in high-stakes litigation, crisis response, and public policy matters.  Roughly half of the firm's work involves law-related matters, including disputes, investigations, and regulatory issues.  KARV operates internationally, with offices in major U.S. cities and partnerships around the globe.Early engagement is crucial in crisis communication planning.  Ideally, engagement begins before a crisis breaks.  However, most companies fail to prepare for crises in advance, and communications professionals are typically brought in after legal action has begun.  Once engaged, the primary goal of KARV is to support the legal team while minimizing risk.  This support includes preparing official statements, crafting consistent messaging, and developing media strategies aligned with legal objectives.  The legal and communications teams must collaborate closely to avoid missteps and ensure a unified public-facing narrative.Clients need to understand the mechanics of media engagement, including the distinctions between on-the-record, off-the-record, and background communications.  In crisis situations, clients must also understand the expectations of different media outlets, along with the challenges of working with internal PR teams that may lack experience in crisis or litigation matters.  Common mistakes include saying too much, failing to coordinate messaging, and ignoring broader reputational concerns.Finally, Andrew explains how artificial intelligence is affecting the communications landscape.  On the one hand, AI offers useful tools for drafting and analysis.  However, AI also raises new challenges by accelerating the spread of misinformation.  For example, a news broadcast may be assembled by an AI aggregator and delivered to the audience through an AI generated avatar without any of the content being confirmed as true.  Social media posts now appear and receive more than a thousand comments in 15 minutes;  that many comments must be generated by AI and both the comments and the original post may be fake.  The need to correct such misinformation means that human judgment and experience in managing complex communications environments will remain central, especially in high-stakes legal disputes.Podcast Link: Law-disrupted.fmHost: John B. Quinn Producer: Alexis HydeMusic and Editing by: Alexander Rossi

John is joined by Cassandra “Sandi” Knight, Vice President of Litigation and Discovery at Google. Sandi oversees a global team of over 200 in house legal professionals and a host of law firms around the world. The case load she oversees varies from patent disputes to content moderation, to AI, and privacy issues, among many other types of disputes.Sandi’s department focuses on three functions: litigation, discovery, and support for investigations. Cases rise to the level of Sandi’s attention based on the legal issues involved, the amounts at stake, and the reputational risk and the potential for press attention. One challenge of managing such a wide variety of matters lies in balancing the daily influx of urgent unpredicted matters with the need to intentionally carve out time for deeper strategic reflection.Much of Google's litigation docket includes cutting-edge disputes in areas like AI and content moderation where there is often little clear legal precedent. In recent years, tech companies have experienced a shift in public perception—from celebrated innovators to targets of public skepticism. This shift has affected Google’s approach to jury trials and litigation in general.Sandi underscores the importance of building trust between the legal team and the business side of the company. This requires lawyers to take clear, actionable positions on legal matters, rather than simply explaining the competing legal risks and leaving the business team to weigh those risks and develop future plans on their own.Collaboration between outside counsel and internal product lawyers is critical to shaping legal strategy in the evolving tech landscape. Counsel who conduct careful mock argument sessions, particularly in Supreme Court litigation, have helped significantly shaped Google’s litigation strategy and contributed to positive outcomes. In general, Google values outside counsel who provide early engagement, strategic foresight, efficiency, and the ability to make legal recommendations rather than hedging every opinion.Podcast Link: Law-disrupted.fmHost: John B. Quinn Producer: Alexis HydeMusic and Editing by: Alexander Rossi

John Quinn is joined by Robert Loigman, partner in Quinn Emanuel’s New York office, and Eric Winston, partner in Quinn Emanuel’s Los Angeles office.  They discuss the extensive litigation that has followed the 2008 collapse of Bernie Madoff’s Ponzi scheme.  The litigation stems from a liquidation by a court-appointed trustee under the Securities Investor Protection Act (SIPA).  The primary goal of the liquidation was to recover assets for Madoff’s victims.  The litigation has continued for 17 years, so far, because of the number of parties involved and the multitude of proceedings and appeals in both the U.S. and foreign courts.The trustee has pursued clawback claims against “feeder funds” under fraudulent transfer theories, targeting both “net winners” who withdrew more than they invested and “net losers” who withdrew less than they invested.  After the estate recovered $7 billion recovery from one feeder fund, investors began to anticipate higher recoveries than normally occur in SIPA proceedings.  Over time, a secondary market in Madoff claims developed, with distressed asset investors buying claims at steep discounts and profiting when recoveries exceeded expectations.  The Madoff litigation has led to several significant legal developments.  One key issue involved included the safe harbor under the Bankruptcy Code for good faith conduct.  Initially, a judge in the SDNY ruled that to show a lack of good faith, a trustee must show that an investor was willfully blind to the fraud at issue.  In 2021, the Second Circuit ruled that simple inquiry notice is enough, placing a greater burden on investors to investigate irregularities.Another significant legal development was the Second Circuit’s ruling that U.S. bankruptcy law could reach transfers between foreign debtors and foreign transferees, expanding the potential reach of clawback efforts.  Finally, the Second Circuit ruled that in a Chapter 15 bankruptcy case, certain U.S. standards would apply to transactions between foreign entities even though the foreign courts with jurisdiction over the entities would apply different standards.The uniquely large and visible fraud in the Madoff litigation case may have led courts to expand legal doctrines in ways that affect bankruptcy and investor litigation more generally.Podcast Link: Law-disrupted.fmHost: John B. Quinn Producer: Alexis HydeMusic and Editing by: Alexander Rossi

John is joined by Christopher D. Kercher, a partner in Quinn Emanuel’s New York office. They discuss the recent win Chris’s team achieved in a Delaware Chancery Court trial involving a high-stakes case involving Desktop Metal and Nano Dimension. The dispute centered around a merger agreement that included a "hell or high water" clause obligating Nano, the buyer, to do whatever was necessary to secure regulatory approval from the Committee on Foreign Investment in the United States (CFIUS), with a narrow exception if required actions would result in a loss of 10% or more of the company’s revenue.After the agreement was signed, a hedge fund replaced Nano’s board and management with personnel opposed to the deal. The new board then sought ways to back out. Although CFIUS approval was near, Nano’s new leadership began stalling, making endless counterproposals, delaying communications, and attempting to trigger the revenue-loss exception by claiming that a requirement to maintain a German facility would exceed the 10% threshold.While the buyer tried to appear compliant with the contract, the evidence—particularly a 38-day gap in responding to CFIUS—revealed a pattern of bad faith and delay. Desktop Metal, struggling financially, was meticulous in adhering to operating covenants, collecting receivables and consulting Nano on business decisions, knowing any misstep could be weaponized to kill the deal. Despite pressure, the seller never received a renegotiation offer from Nano.At trial, the team presented the buyer’s conduct as a strategic “slow-walk.” The court ultimately agreed, affirming that a hell or high water clause must be honored in both letter and spirit. The case serves as a reminder that efforts to evade deal obligations—particularly those cloaked in delay or technicalities—will be exposed under judicial scrutiny, and that Delaware courts remain committed to upholding contractual integrity in complex M&A transactions.Podcast Link: Law-disrupted.fmHost: John B. Quinn Producer: Alexis HydeMusic and Editing by: Alexander Rossi