Law, disrupted｜法律访谈 - 节目列表

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.

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.

John is joined by Samuel L. Bray, the John N. Matthews Professor of Law at Notre Dame Law School. They discuss the increasing—and controversial— use of universal (often called “nationwide”) injunctions. Universal injunctions are court orders that block government policies not just for the parties to a case, but for everyone, including nonparties to the litigation. The term “nationwide injunctions” suggests that the controversy over them stems from the geographic scope of the injunctions. However, federal district courts have long issued nationwide and international injunctions in many fields, including patent enforcement. The issue raised by universal injunctions is that they regulate the government’s behavior toward non-parties. Universal injunctions have proliferated in the past ten years, with nearly every major presidential initiative—regardless of administration—being halted by a single district court judge somewhere in the country. Historically, such sweeping injunctions were virtually nonexistent until the 1960s. Injunctions would apply only to the parties in a case, allowing the legal issues to percolate through multiple appellate courts before potentially reaching the Supreme Court for definitive resolution. Proponents argue that universal injunctions ensure equality and efficiency by preventing unconstitutional policies from being applied to anyone, not just the plaintiffs in the case at hand. Critics argue universal injunctions undermine democratic governance, short-circuit legal development, and encourage forum shopping and rushed decision-making. These injunctions may also produce class action outcomes without meeting the legal requirements for a class. The Supreme Court is now poised to address the issues posed by universal injunctions, in a case involving birthright citizenship. Professor Bray believes the Court will limit universal injunctions using the equitable tradition codified in the Judiciary Act, which did not historically allow such remedies. He expects the Court to reaffirm that injunctions should provide relief only to the parties in the case unless a class is certified.

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.

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.

John Quinn is joined by Michael Barlow, Managing Partner and Founding Member of Quinn Emanuel’s Wilmington, Delaware office. They discuss the evolving state of Delaware corporate law and the legislative response to growing dissatisfaction among corporations over the recent legal treatment of conflicted transactions. Traditionally, Delaware law has deferred in general to corporate decision-making under the business judgment rule, but rigorously reviewed transactions involving conflicts of interest—particularly those involving controlling shareholders—under an “entire fairness review.” Entire fairness reviews are fact-intensive and include scrutinizing both the process and terms of the transaction, making early dismissal of claims rare. In response, Delaware courts developed a safe harbor called the “MFW” framework. The “MFW” framework involved approval by a special committee of disinterested directors and the minority shareholders. Still, even under the MFW framework, motions to dismiss were granted in fewer than 40% of cases, leading to frustration among deal planners. Despite these odds, a Quinn Emanuel team led by Michael recently won a rare complete dismissal of an entire fairness case on behalf of Fidelity National Financial, Inc. In that case, the court ruled that there were no alleged facts that could support the conclusion that the preferred stock transaction at issue was unfair. Frustration among corporate deal planners with what was perceived as activist judicial decisions creating uncertainty (e.g., as to what was a “controlling stockholder,” among other things) has recently led to Tesla, Dropbox and other corporations to express their intent to leave Delaware as their state of incorporation. “DExit,” is the term coined to describe this trend. To address these concerns, Delaware enacted Senate Bill 21, a bipartisan effort to clarify and narrow the standards for conflicted transactions. The legislation provides clearer definitions of controlling stockholders and establishes safe harbors for dismissing cases early if certain procedural protections are followed. It also reforms the state’s books-and-records statute (Section 220) by limiting the scope of pre-suit corporate document demands. The next few years will test how effectively the new legislation meets the corporate world’s demand for greater legal certainty. Finally, Michael believes that Delaware will continue to lead the nation in corporate law due to its unparalleled legal infrastructure and judicial expertise.

John Quinn is joined by Caleb Harris, Co-Founder and CEO of &AI, a startup focused on using artificial intelligence to transform patent litigation. They discuss how &AI uses AI to accomplish complex patent litigation tasks such as invalidity and infringement analysis, dramatically reducing the time and cost associated with these traditionally labor-intensive efforts. The service features four components: searches for prior art or infringing products, in-depth legal analysis (including creating claim charts), drafting litigation-ready documents like invalidity contentions or IPR petitions, and automating workflows using AI agents that operate independently. Patent litigation is particularly well-suited to AI because so much of the underlying data—such as patent filings, litigation histories, and prosecution records—is publicly available. &AI continuously updates its data sets and can provide summaries, detailed claim charts, and customized drafts in as little as 10 minutes. Unlike generative AI tools, &AI minimizes hallucinations by relying heavily on document retrieval rather than generation, and by providing verified citations in its output. The platform can also help streamline early-stage litigation decisions, such as assessing the strength of a patent portfolio or evaluating potential infringement claims in the marketplace. It also helps defense teams efficiently assess and respond to weak claims, including those from patent trolls, by producing tailored response letters and evidence. &AI uses AI agents—AI that develops multi-step plans to accomplish tasks and automatically adjusts those plans based on how the work is progressing. This allows the user to focus on the end product they want rather than the steps needed to get there. AI agents will enable faster, more scalable, and more economically viable litigation, especially patent litigation. This may lead to a boon for litigators as more lawsuits are filed and resolved quickly. Although human performance will remain crucial in areas like persuading a jury or a judge, law firms may gain a competitive edge by pairing their expertise with firm-specific AI tools trained on the firm’s proprietary data and preferred styles.

John is joined by Christian Athanasoulas, KPMG’s Global Head of International Tax and M&A Tax and U.S. Tax Practice Leader – Services. They discuss the groundbreaking shift in the U.S. legal industry arising from Arizona’s decision to allow non-lawyers to have ownership interests in law firms. This move aligns the U.S. with countries like the U.K. and Australia, where non-lawyers have been permitted to own law firms for years. KPMG has successfully operated legal practices in over 80 countries, but U.S. regulations previously prevented it from offering legal services alongside its consulting, tax, and advisory work. Arizona’s new rules allow KPMG to offer the non-legal services it typically offers clients together with related legal services performed by the new law firm. Previously, KPMG’s clients would have to retain law firms with no formal ties to KPMG for those services. Christian led the effort to establish KPMG Law US, a wholly owned Arizona law firm under the KPMG umbrella. KPMG Law US is an independent LLC with Arizona-licensed lawyers and a compliance officer to ensure adherence to legal ethics rules. Although owned by KPMG, the law firm maintains autonomy. It can assist clients with legal matters such as contract integration and regulatory compliance. KPMG Law US leverages its parent company’s technological advancements, including AI-driven contract analysis and process automation, to improve efficiency in the provision of legal services. The new law firm will not engage in litigation. For matters outside of Arizona, it will co-counsel with lawyers admitted in the appropriate jurisdiction. While Arizona is currently the only state permitting non-lawyer ownership of law firms, other states are exploring the possibility of passing similar laws. The creation of KPMG Law US could signal broader changes in the legal profession, potentially reshaping traditional law firm structures.

John Quinn is joined by Jack Neumark, Managing Partner and Co-Head of Specialty Finance of Fortress Investment Group and founder of its Legal Assets Group. They discuss the emergence of legal assets as a distinct investment class. Fortress is a leading player in litigation finance with over $6.5 billion deployed in legal assets and a current portfolio of approximately $3 billion. While most litigation funders typically invest in individual cases, Fortress invests in diversified portfolios of litigation claims and contingent fee receivables. Fortress underwrites and finances these portfolios the same way it does other specialty finance products. To underwrite a portfolio, Fortress has lawyers examine the cases in the portfolio to determine how strong and likely to settle they are. They consider factors including the defendants and how creditworthy they are, the damage theories asserted, how far the case has progressed, what motion practice has revealed, and whether related criminal charges have been filed. They also consider the law firms involved, the judge, and the venue. Fortress also conducts quantitative analyses of the historical results of similar cases based on publicly available data and proprietary data it has accumulated in the 15 years it has invested in legal assets. Legal asset portfolios are attractive to many investors because the results of lawsuits are less subject to the performance of the economy in general than many other classes of assets. Also, because the market for legal assets is still developing, sophisticated investors can often obtain better returns than in more mature markets. Jack believes that as the industry matures, especially with potential regulatory changes around law firm ownership, litigation finance will become more mainstream and integrated into broader investment strategies.

John is joined by Christopher Padilla, Senior Advisor at the Brunswick Group and former Under Secretary of Commerce for International Trade. They discuss the recent lawsuits challenging President Trump’s sweeping use of tariffs under the International Emergency Economic Powers Act (IEEPA). The IEEPA is a 1977 statute traditionally used to freeze assets or impose sanctions in wartime or against adversaries. Until now, IEEPA has never been used to impose tariffs, and does not mention the word “tariff.” Multiple lawsuits challenging the tariffs have been filed in various courts, including several U.S. district courts and the Court of International Trade (CIT). The CIT, a court traditionally deferential to presidential authority over trade, is moving faster than other courts. It has already denied one preliminary injunction and scheduled initial arguments concerning standing and jurisdiction. The administration has moved to consolidate the challenges filed in district courts with those in the CIT. Plaintiffs range from state governments and Native American tribes to small businesses. The cases largely challenge the President’s authority to issue the tariffs on four main grounds: (1) the IEEPA does not authorize tariffs; (2) the President must have clear congressional authorization to increase the tariffs under the Supreme Court’s “major questions” doctrine; (3) the tariffs violate the constitutional separation of powers and nondelegation doctrine; and (4) the declared “emergencies” used to justify the tariffs—such as immigration or the trade deficit—are not genuine emergencies under the IEEPA. Even if the plaintiffs in these cases prevail, the administration could still reimpose tariffs under other delegated statutory authorities, although proceeding under those authorities will involve several procedural hurdles. Ultimately, Christopher believes that real change would require congressional action, which is unlikely in the short term, and that any rollback of tariffs may depend more on economic developments such as recession, stagflation or a collapse of the bond market than on court rulings.

John is joined by Christopher Kercher, partner in Quinn Emanuel’s New York office, and Jeffrey Chivers, co-founder of litigation AI company Syllo AI. They discuss the transformative role artificial intelligence played in a recent Quinn Emanuel trial victory in Delaware Chancery Court. The case involved Desktop Metal’s attempt to force Nano Dimension to complete a $183 million merger, where Nano tried to stall the deal by slow-walking regulatory approvals by the Committee on Foreign Investment in the United States until the drop-dead date for the transaction had passed. Quinn Emanuel was hired to represent Desktop Metal only six weeks before trial, requiring an accelerated approach to discovery and case preparation. The team used Syllo AI, a litigation focused product that allowed them to review and organize massive volumes of documents through natural language prompts, create timelines, tag relevant material, and identify patterns much faster than traditional methods. The Syllo platform also integrates multiple AI models that cross-check each other’s outputs while following built-in mental models of legal reasoning. During the trial, Syllo customized its tools to provide rapid privilege log and document production deficiency analysis, helping to identify gaps in the opposing side’s discovery. The team also worked with Claude, a large language model developed by Anthropic to test ideas, explore potential legal theories, and brainstorm approaches to witness examinations. Syllo and Claude helped attorneys identify relevant evidence for use in expedited post-trial briefs and suggested potential lines of questioning for depositions. Attorneys directed all AI usage, with Claude serving as a cognitive tool that amplified the legal team’s capabilities while the attorneys maintained full responsibility for all work product. AI did not displace anyone on the trial team. Instead, it complemented the attorneys’ expertise, enhancing their ability to deliver strategic insights and respond effectively to case developments. It may soon become malpractice not to use AI in trial preparation.

John is joined by Ben Lee, Chief Legal Officer of Reddit. They discuss Ben’s extensive career as a senior in-house lawyer in several of the most successful tech companies in the world. After earning degrees in physics and economics, Ben worked at IBM’s research lab, where he was intrigued by the way lawyers grappled with the impacts of technology on society. Ben then went to law school and began his career as a litigator at a New York law firm but left to work at the Legal Aid Society. Financial realities eventually led him back to private practice and then to a career in-house. At AT&T and NEC, Ben worked closely with pioneering computer scientists and handled complex IP matters involving emerging technologies like machine learning and AI. When he moved to Google, Ben advised on major projects like Chrome, Android, and Google Cloud at very early stages when their success was far from assured. Ben later joined Twitter during its early, fast-paced growth phase, managing litigation, IP, employment, and regulatory issues. He led Twitter’s lawsuit against the U.S. government over transparency for national security requests. Later, at Airbnb, Ben tackled challenging regulatory landscapes worldwide, and at Plaid, he advocated for consumers’ rights to financial data. At Reddit, Ben now oversees all legal functions for a vast online platform with over 100,000 user-created and moderated communities. Section 230 of the Communications Decency Act is vital to Reddit’s success. It provides that online users and platforms are generally not liable for content created by others. Section 230 protects Reddit’s content moderation decisions, the decisions of its volunteer community moderators and its individual users. Finally, Ben advises young in-house lawyers to remember that their job is not to just point out all potential legal risks in a project, but to help their teams manage those risks so they can build great products and move companies forward.