Law, disrupted

Despite the COVID-19 health crisis and extreme levels of market volatility, the private equity market has been on fire. In this episode of Law, disrupted, John Quinn joins Brad Berenson, Partner and General Counsel at TPG, and Chris Green, Managing Director and General Counsel at Bain Capital, two of the largest private equity firms in the world.Having both navigated the challenges presented by the pandemic, Brad and Chris describe how this period of time has showcased what’s valuable and differential about private equity, relative to other asset classes. They contest critics’ views that the industry operates under a model of “financial engineering and cost-cutting,” outlining how private equity has provided businesses with access to capital, job preservation and business protection through turbulent times.John and his guests discuss the new disclosure rules proposed by the U.S. Securities and Exchange Commission (SEC), which presage sweeping regulatory and enforcement changes under the Investment Advisers Act. Aimed at increasing transparency from private companies, the SEC’s proposed rules represent an unprecedented level of scrutiny and oversight from the commission, striking at the heart of how the industry has historically done business. Together, John, Brad and Chris analyze how—if adopted—the rules will impact private fund investor reporting and documentation, evaluating whether these proposed rules miss the mark of increasing competition and reducing regulatory burdens.They then discuss a new chapter in antitrust law and the regulation of mergers and acquisitions. In particular, they discuss the apparent shift that merger control agencies seem to be taking from focusing on consumer welfare and competition towards focusing on protecting other interests, such as organized labor, small businesses or environmental concerns. They explain how this transition has led to additional scrutiny for potential deals that pose little risk under traditional antitrust analysis, which delays and injects uncertainty into commercial activity.John and his guests also examine the importance of ESG analysis when considering potential investments, and the ways ESG metrics are presently measured, such as a business's carbon footprint and climate-related risks. They also address ways in which private equity firms have been able to address ESG concerns more quickly than many public companies.The conversation turns to the potential liability of private equity firms as sponsors and the economic importance of respecting corporate forms, limiting any upward flow of liability from portfolio companies to private equity firms and their investors. This requires that private equity firms remain mindful of their governance role on their portfolio companies’ boards, avoiding actions that could support “alter ego” liability.Additionally, John and his guests discuss the dual roles of appointed directors on portfolio companies’ boards and how to prevent problems from arising, particularly in the context of protecting attorney-client privilege. They then conclude by covering some of the legal issues surrounding continuation funds, including how to protect the economic interests of limited partners when assets are rolled over into a continuation fund. Created & produced by Podcast Partners: www.podcastpartners.comSign up to receive updates by email when a new episode drops at: www.law-disrupted.fm Music byPodcast Link: Law-disrupted.fmHost: John B. Quinn Producer: Alexis HydeMusic and Editing by: Alexander Rossi

ESG—or environmental, social, and governance—criteria seems to be everywhere these days. With social issues more visible than ever in our interconnected world, consumers and investors alike are paying more attention to how the businesses they support will help or hinder greater progress for society as a whole. With new metrics for assessing social and environmental impact evolving and targets being embedded into corporate strategy, ESG data is informing decision-making around the world. In this episode of Law, disrupted, John and his guests discuss navigating the evolving ESG legal landscape.This episode features Andrew Malk, the Managing Partner of Malk Partners, a consulting firm focused exclusively on advising private equity firms and investors to create, protect and monitor value through ESG management. John also welcomes Anthony Alden and Julianne Hughes-Jennett, Partners in Quinn Emanuel’s Los Angeles and London offices.During their conversation, John’s guests share insights on how we got to where we are today, what to expect in the future, and what they are seeing from a reputational, regulatory and litigation perspective. They discuss whether society is expecting more accountability from businesses, and highlight a potential shift in the way we view the social contract between businesses, corporations, and individuals. With the rise of concern over sustainability and climate change, companies are experiencing increased pressure to make “green” claims and commitments. The three explore the emergence of various ESG rating systems that aim to meet such demands for transparency and discuss the inherent challenges in simplifying and standardizing comparable metrics. They then consider the SEC’s landmark proposal, which would require public companies to disclose extensive climate-related information in their filings, and debate what matters, and what should be measured. In this conversation, John and his guests detail how ESG considerations are surfacing in the US legal landscape compared with that of the UK and Europe, and highlight an uptick in greenwashing claims as we look to the future wave of ESG litigation. Guests: Anthony Alden is a Partner at Quinn Emanuel Urquhart & Sullivan’s Los Angeles office and Chair of the firm’s Climate Change Practice. Andrew Malk is Managing Partner of Malk Partners, a consulting firm focused exclusively on advising private market participants with respect to ESG issues. Julianne Hughes-Jennett is a Partner at Quinn Emanuel’s London office and has spent the last two decades litigating ESG cases.Created & produced by Podcast Partners: www.podcastpartners.comSign up to receive updates by email when a new episode drops at: www.law-disrupted.fmMusic by Alexander Rossi www.alexanderrossi.meProducer www.alexishyde.comPodcast Link: Law-disrupted.fmHost: John B. Quinn Producer: Alexis HydeMusic and Editing by: Alexander Rossi

In this episode of Law, disrupted, host John B. Quinn joins Greg Gentile, President of Silver Spike Capital, an asset management firm focused on investment opportunities in the cannabis, hemp and psychedelic industries and Robert Becher,  Partner and Chair of Quinn Emanuel’s Cannabis Litigation Practice Group. Together they discuss legal issues affecting the cannabis industry.The conversation begins with a discussion of the legal contradictions that exist in the cannabis space due to federal illegality and how Silver Spike Capital has successfully navigated this tricky legal landscape. They dig into how Silver Spike Capital launched the first publicly-listed business development company formed to invest across the cannabis ecosystem and what it took to obtain a NASDAQ listing for a cannabis business.  They next explore the unique legal issues and challenges associated with investing in and lending to the cannabis industry and dispel myths about the industry. Subjects covered in this part of the conversation include banking access, whether it is possible to obtain a security interest in a cannabis license, the role of state regulators, the unavailability of federal bankruptcy protection, state receiverships and federal taxation of cannabis businesses under Section 280E of the Internal Revenue Code.  To close out the portion of the conversation focused on cannabis law, they discuss likely litigation trends resulting from industry consolidation, whether federal legalization is inevitable and how the industry would change if cannabis could be shipped legally across state lines.  For the final segment of the podcast, the conversation shifts to an exploration of the law and business of psychedelics and Silver Spike Capital’s involvement in this sector. They discuss ongoing efforts to investigate the medical benefits of psychedelics through FDA-approved clinical trials, whether the psychedelic industry will follow the same trajectory as the cannabis industry and offer predictions for the future.Created & produced by Podcast Partners: www.podcastpartners.comSign up to receive updates by email when a new episode drops at: www.law-disrupted.fmMusic by Alexander Rossi www.alexanderrossi.meProducer www.alexishyde.comPodcast Link: Law-disrupted.fmHost: John B. Quinn Producer: Alexis HydeMusic and Editing by: Alexander Rossi

How did one article in the newspaper turn into a $12bn case? It starts with the Affordable Care Act, the “risk corridors program” incentivized insurers to enter the new health insurance marketplace by agreeing to backstop outsized losses in the first three years of the exchange's existence. The Government was refusing to pay amounts in full, losses mounted, and bankruptcies stacked up across the health insurance industry and the country. One little article covering such a bankruptcy crossed JD Horton’s desk and…the rest (all $12 billion of it) is covered in this podcast!In this episode of Law, disrupted, John joins Quinn Emanuel partners Stephen Swedlow & J.D. Horton, who led the recovery of billions of unpaid funds owed under the program in a case that went all the way to the US Supreme Court. In their discussion, they describe how they developed the statutory claim against the federal government under the Tucker Act, and reveal why health insurance companies were reluctant to sue the government and “bite the hand that feeds them.”Highlighting some of the challenges and push-back that they faced along the way, Stephen talks about crisscrossing the country to get 150 entities to join the claim he and Horton were heading, despite competition from several leading healthcare specialist law firms. Tune in for a blow-by-blow description of the tactical decisions they made that led them to victory!The first to file a “risk corridors” case in the nation for reneging on Obamacare’s promise, John’s guests detail how they worked together to drive their prosecution all the way up to the highest court in the land, and win!Guests Stephen Swedlow, Trial expert & Co-Managing Partner of Quinn Emanuel’s Chicago officeJ.D. Horton, Trial lawyer & Partner at Quinn Emanuel Urquhart & Sullivan  Created & produced by Podcast Partners: www.podcastpartners.comSign up to receive updates by email when a new episode drops at: www.law-disrupted.fm Music by Alexander Rossi www.alexanderrossi.meProducer www.alexishyde.com Podcast Link: Law-disrupted.fmHost: John B. Quinn Producer: Alexis HydeMusic and Editing by: Alexander Rossi

Cryptocurrencies are breaking new ground constantly, as new projects are introduced every day and broader swaths of the public interact with this revolutionary technology. With increasing popularity comes a growing need to clarify the legal implications surrounding cryptocurrencies and blockchain technology. This week, Law, disrupted is tackling these very issues. Appraising the surging public interest in cryptocurrency and blockchain technology – including Bitcoin and Ethereum and dozens of newer tokens and projects.  John is joined by Quinn Emanuel 🇺🇸 Partners Dave Grable & Michael Liftik, and Core Scientific’s Founder Darin Feinstein, to consider the legal issues emerging in this space.They explore how smart contracts and “code is law” concepts may not provide all the answers when unintended outcomes arise, and cases that are addressing these issues. They discuss security threats, vulnerabilities, and the issue of dealing with an anonymous counterparty who may be located halfway around the globe. Together, the panel also explores liability implications associated with DAOs (decentralized autonomous organizations), private property rights that digital assets represent, and issues related to central bank digital currencies (CBDCs).The panel also discusses regulatory issues presented by cryptocurrencies, including SEC attempts at regulation by enforcement and recent legislative activity geared towards cryptocurrencies and digital assets.GuestsDave Grable, Co-Chair of the National Trial Practice Group for Quinn Emanuel Urquhart & SullivanMichael Liftik, Chair of Quinn Emanuel’s SEC Enforcement practice & Co-Managing Partner of the Washington officeDarin Feinstein, Co-Founder, Co-Chairman & Chief Vision Officer at Core Scientific Created & produced by Podcast Partners: www.podcastpartners.comSign up to receive updates by email when a new episode drops at: www.law-disrupted.fm Music by Alexander Rossi www.alexanderrossi.meProducer www.alexishyde.comPodcast Link: Law-disrupted.fmHost: John B. Quinn Producer: Alexis HydeMusic and Editing by: Alexander Rossi

In this episode of Law, disrupted, host John B. Quinn joins Christopher Tayback, managing partner of the Los Angeles Office of Quinn Emanuel Urquhart & Sullivan.  John served as General Counsel of the Academy for over 30 years, and both Chris and John have represented the Academy in various legal matters for decades. In this podcast, they share details of some well-known legal issues the Academy has faced.Together they discuss the uniquely important intellectual property issues the Academy has addressed over the years, including the copyright and trademark protections afforded the ceremony’s famous statuettes as well as the use of the name “Oscars” and “Academy Awards.” They also cover the seminal “Creative House” litigation that established the propriety of the Academy’s intellectual property rights in the statuette itself, as well as efforts to enforce the Academy’s “right of first refusal,” which prohibits award winners and their heirs from selling their statuettes. Finally, John and Chris weigh in on the fundamental issues that the Academy faces as motion pictures are now increasingly viewed and premiered on television as opposed to in theatersCreated & produced by Podcast Partners: www.podcastpartners.comSign up to receive updates by email when a new episode drops at: www.law-disrupted.fm Music by Alexander Rossi www.alexanderrossi.meProducer www.alexishyde.comPodcast Link: Law-disrupted.fmHost: John B. Quinn Producer: Alexis HydeMusic and Editing by: Alexander Rossi

In this episode of Law, disrupted, host John B. Quinn chats with Kathleen Sullivan, a partner at Quinn Emanuel Urquhart & Sullivan's Los Angeles and New York offices, and founding chair of the firm's national appellate practice. He also joins John Bash, a partner at Quinn Emanuel's Austin and Washington offices. Between the two of them, Kathleen and John have argued over 20 cases in the U.S. Supreme Court.The conversation begins by reflecting on 2016’s Apple v Samsung lawsuit, unpacking how the design patent war between the two tech giants made its way to the Supreme Court. John and his guests then take a closer look at how a legal conflict can reach the nation’s highest court. Given that over 7,000 cases are submitted to the Supreme Court to review each year, they explain why the Justices choose to decide well fewer than 100 cases each year.As experienced Supreme Court practitioners, Kathleen and John share what’s involved in drafting written arguments and preparing for oral arguments before the Supreme Court—one of the most “challenging intellectual experiences” a lawyer can face. They also discuss the impact of media coverage on the public’s perceptions of the decision-making process.Lastly, John and his guests cover the value of moot courts for lawyers to practice and hone their arguments, discuss the impact of Covid on the courts, and consider how amicus briefs—briefs by “friends of the court”—can increase a party’s chance of legal success.Created & produced by Podcast Partners: www.podcastpartners.comSign up to receive updates by email when a new episode drops at: www.law-disrupted.fm Music by Alexander Rossi www.alexanderrossi.meProducer www.alexishyde.comPodcast Link: Law-disrupted.fmHost: John B. Quinn Producer: Alexis HydeMusic and Editing by: Alexander Rossi

Legal experts Haiyang Tang and Xiao Liu discuss China's crackdown on tech companies, questioning its investibility. They analyze government actions, data security laws, and if it hinders Western investment. The podcast explores global regulations, anti-competition investigations, investment trends, and Shanghai's strategies to attract foreign investments.

In this episode of “Law, disrupted,” host John B. Quinn is joined by Robert Schwartz, Partner at Quinn Emanuel’s Los Angeles office, and Co-Chair of the Media & Entertainment Industry Practice. Bobby has a nationally recognized reputation for his work in large-stakes, high-octane, and precedent-setting cases that are notably in the entertainment and media fields.The conversation begins by analyzing the rise of Netflix and its disruption to intellectual property, distribution arrangements, and licenses. With an initial business model based around renting DVDs, they explore how it became a pioneer in streaming services by capitalizing on the desire for personalization, especially among the millennial audience.The discussion moves on to address a rise in subscriptions to paid streaming services during the pandemic, and how this has in turn affected movie theaters, attracting talent, and the theatrical exhibition business. They examine Village Roadshow’s lawsuit against Warner Bros regarding the day-and-date release strategy of ‘The Matrix Resurrections’, and debate whether hybrid releases could be the future of the movie industry.   Together they talk through some of the legal challenges arising from contracts agreed prior to the integration of new streaming technology, discuss how broadcast TV is polishing up their traditional offerings with affiliated on-demand streaming services, and break down what deal-making could look like for the entertainment industry hereafter.Created & produced by Podcast Partners: www.podcastpartners.comSign up to receive updates by email when a new episode drops at: www.law-disrupted.fm Music by Alexander Rossi www.alexanderrossi.meProducer www.alexishyde.comPodcast Link: Law-disrupted.fmHost: John B. Quinn Producer: Alexis HydeMusic and Editing by: Alexander Rossi

In this episode of “Law, disrupted,” host John B. Quinn joins Lee Papageorge, Head of Litigation at Cruise, a self-driving car company and subsidiary of GM, headquartered in San Francisco, and Charles K. Verhoeven, Partner in Quinn Emanuel’s San Francisco office and Co-Chair of the firm’s National Intellectual Property Litigation Practice. The conversation kicks off by covering the race to commercialize self-driving vehicles. Amid rapid advancements in technology that remove the need for human intervention, the sector faces complex challenges of introducing a vehicle that can implement these safely and legally.The participants then move on to the discussion of IP rights and protecting emerging technologies in this domain. Referencing the “Waymo v. Uber” settlement, John and his guests unpack why many companies opt for trade secret protection, and broach the current limitations on patents resulting from the market being in its infancy.Finally, they assess who can be held liable for accidents caused by self-driving cars, and the pivotal role engineers will play in the infrastructure needed to support adoption of autonomous vehicles.Created & produced by Podcast Partners: www.podcastpartners.comSign up to receive updates by email when a new episode drops at: www.law-disrupted.fm Music by Alexander Rossi www.alexanderrossi.meProducer www.alexishyde.comPodcast Link: Law-disrupted.fmHost: John B. Quinn Producer: Alexis HydeMusic and Editing by: Alexander Rossi