Stephen Dwyer

Get insight into the aftermath of the Francis Scott Key Bridge collapse! Legal experts weigh in on potential coverage disputes and subrogation claims. Don't miss Partner Michael Savett's analysis!   •   •   •   https://lnkd.in/ebtRFGJD #InsuranceLaw #LegalInsights #Subrogation #ButlerLegal

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When Overreach Meets Accountability: 🗽SEC's Dealer Rule Vacated on the Day Gensler Announces Resignation🫡 🔄In a poetic twist of fate, Gary Gensler's SEC tenure ends as the courts deliver a decisive critique of his regulatory overreach. On November 21, 2024, Judge Reed O'Connor of the Northern District of Texas vacated the SEC's controversial Dealer Rule, a decision that reverberates across crypto and financial industries. On the same day, Gensler announced he would step down as SEC Chair effective January 2025. 🛡The Dealer Rule: A Step Too Far The SEC’s Dealer Rule attempted to redefine “dealer” under the Exchange Act, targeting digital asset markets and traders who provided liquidity. The rule’s broad language threatened to sweep DeFi participants—those using liquidity pools, decentralized exchanges, and smart contracts—into the same category as traditional market dealers. But Judge O'Connor’s ruling was a stark rebuke. The Court noted: 🧐The rule erased a century-old distinction between “traders” and “dealers,” violating the Exchange Act’s intent. The SEC overstepped its statutory authority, with Judge O’Connor emphasizing, “The Rule as it currently stands de facto removes the distinction between ‘trader’ and ‘dealer’ as they have commonly been defined for nearly 100 years.” The Impact on DeFi and Innovation DeFi protocols operate without traditional intermediaries, enabling peer-to-peer liquidity through open-source software and smart contracts. The SEC’s attempt to regulate such automated systems as “dealers” was seen as a direct assault on innovation. 😴A Reflection on Gensler’s Leadership Gary Gensler’s tenure at the SEC has been marked by aggressive enforcement, particularly targeting crypto markets. While his policies aimed to increase investor protections, many argue they stifled innovation and lacked clarity. 🫥👮The SEC’s repeated losses in courts—Ripple, Grayscale, and now the Dealer Rule—underscore the growing judicial pushback against regulatory overreach. Gensler’s resignation opens the door for a leadership shift, with potential candidates like Dan Gallagher and Paul Atkins signaling a more industry-friendly regulatory approach. 🧭What’s Next? This ruling is not just a legal victory; it’s a pivotal moment for how regulation adapts to innovation. With Gensler’s departure, the SEC faces a choice: continue on a path of contentious enforcement or work towards a balanced framework that supports both investor protections and technological growth. 🤞🗿For the blockchain industry, this is a reminder that vigilance and advocacy are essential. The Court’s decision reinforces the importance of adhering to legislative intent, especially as regulators grapple with the challenges of emerging technologies. 📢As one of the plaintiffs stated: "This is just the first domino. Innovation must prevail over overreach." #CryptoRegulation #DeFi #SEC #GaryGensler #Blockchain #Innovation

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Herrick's Restructuring & Finance Litigation co-chair, Sean O'Donnell, spoke with The Wall Street Journal - Pro Bankruptcy about a recent ruling by the Second Circuit which affirmed the dismissal of all claims in In re: Boston Generating, LLC—a matter that has been litigated for over a decade involving fraudulent conveyance claims arising from a $2 billion leveraged recapitalization. In so doing, the Second Circuit ruled that the Bankruptcy Code’s safe harbor provision for securities contracts payments, 11 U.S.C. § 546(e), applied to the leveraged buyout and pre-empted the plaintiff-appellant-trustee’s state-law fraudulent conveyance claims, which attempted to claw back approximately $708 million from the defendants-appellees. Herrick represented the largest ad hoc group of defendants-appellees in this matter. Read more here: https://lnkd.in/exHT3VVa. #HerrickDoesThat #Restructuring #Litigation

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Had an amazing time with the Windquest Legal Team this week at the Association of Corporate Counsel Annual Meeting in Nashville – big thanks to the ACC for hosting a great conference. A few post-conference thoughts: 1. Legal teams – and the organizations they support – need to get their hands around their use of AI. Lots of upside for increased productivity, but also tremendous risk if the use of AI is not thoughtful, planned, and well controlled. 2. The greatest value you get from attending a conference like this is the exposure to how great lawyers and professionals think. The technical skills and information you pick up is great but hearing how thought leaders are thinking about current issues and topics is inestimable. 3. Nashville is great . . . in moderation. 4. Good legal teams use data and KPIs to track productivity. The best legal teams understand how those KPIs support the organization’s broader mission (and develop KPIs with that end goal in mind). 5. It’s a lot of fun to be part of a team that is talented, driven, and joyful. I truly believe that hard work is its own reward, but when you get to share that work with a team that is smart, engaged, and spirited, well, that’s “next level.” At Windquest, leaders are charged with “Hiring and Developing the Best.” I’m far from a perfect leader, but (with kudos to our Talent Team), I think we’re knocking that one out of the park.

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When I worked at the SEC, people frequently asked me: "What amount of profit made/loss avoided is too small for the SEC to investigate for insider trading? Asking for a friend." This topic came up again during our recent panel discussion titled "Insider Trading 360º—Enforcement Trends, Sweeps, Key Cases and Prosecutions,” at the Securities Enforcement Forum Central 2024. https://lnkd.in/gb-4Ea79. (Co-panelits #RebeccaFike, #SteveMalina, #PatrickOtlewski, and #JasonYonan) My answer to that question has never changed: "Tell your friend, no amount is too small.” But now, if he doesn't listen to you, please give him my contact information. On October 15, 2024, the SEC filed an insider trading complaint against individual who allegedly avoided $12,936.86 in losses by dumping his stock in Spero Therapeutics, Inc. shortly before the company announced that it would be cutting its workforce by approximately 75%. To settle the charges, the individual will pay approximately $28,000 to the SEC (more than double the losses avoided). https://lnkd.in/gfPPHFNk

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Listen to partner Jasmine Hale as she gives us the recent updates on the Corporate Transparency Act (CTA)! 🗣️ Jasmine Fisher Hale, CCAL https://lnkd.in/ghSMWwXV

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Join Partners Carl Hittinger, Justin P Murphy and Marc Schildkraut and Counsel Sarah Browning for a CLE webinar June 11, where they will address how healthcare companies and others can avoid antitrust issues despite recent DOJ and FTC actions. Register here. #BHEvent #DOJ #FTC

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The legal industry is watching closely as the recent election results begin to shape the market for lateral hiring. CenterPeak’s Co-Founder and Firmwide Managing Partner, Sabina Lippman and Jeffrey Lowe, Washington D.C. Market President at CenterPeak were recently quoted in The American Lawyer exploring these trends, highlighting the potential surge in demand for top talent in practices like private equity, M&A and life sciences. As Sabina shares, a robust deal environment could embolden firms to seek standout performers in these fields, while deal lawyers experiencing increased demand may feel motivated to make strategic moves. Similarly, Jeffrey Lowe notes that practices like international trade are poised to see significant activity, given policy shifts that could redefine global business dynamics. At CenterPeak, we’re committed to providing the insights and connections that help firms and attorneys navigate changing markets effectively. Whether it’s identifying opportunities in high-growth practices or supporting professionals as they assess their options, we’re here to deliver thoughtful, strategic guidance. Learn more about next year’s hiring expectations here:  https://lnkd.in/eHrhDB7P   #CenterPeak #LegalRecruiting #AmLaw #LegalTrends

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Check out the recent article published in the Delaware Journal of Corporate Law written by directors John Mark Zeberkiewicz and Rob Greco. Although Sections 204 and 205 of the DGCL largely eliminated the harsh consequences of technical foot-faults in corporate action, fee awards payable to those who identify these missteps continue to be based on a view of the implications of corporate defects and precedent that pre-dates the adoption of these statutes. The authors contend that Delaware’s approach to fee awards for the identification of inadvertent technical defects should be refined in recognition of the highly diminished corporate benefit of these efforts with the availability of Sections 204 and 205.  Read the article here:  https://lnkd.in/gZc4_6Uz #RLFLeadership #CorporateLaw #DelawareLaw

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This is such a great read for those who are thinking of changing your career path. For me, I loved the practice of law; I was tired of the business part of it (making clients, keeping books, being ops, etc.). I was addicted to the money and the ‘WINS’. I was burned out; riding super high or low on any given moment. My break up with the practice of law took 5 solid years. Now I get to use my legal skills and leave the rest behind. #career #careerchoices #choices #breakup

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Interesting insights from my partner, Jason Waite, on the potential impacts of the U.S. Department of the Treasury's new outbound investment rule. The rule, which takes effect on January 2, 2025, will restrict outbound investment in Chinese companies in certain sensitive sectors and impose a variety of requirements on U.S. persons and entities.

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ADVISORY: Federal district court ruled that the Justice Department’s Office of Legal Counsel (OLC) must adhere to FOIA proactive disclosure requirements for all formal legal opinions resolving disputes between executive agencies. The ruling in late April, centered on the “reading-room” provision of the Freedom of Information Act (FOIA), mandates proactive disclosure of certain records by the OLC to the public. Specifically, the court held that OLC opinions on interagency disputes qualify as “final opinions” subject to FOIA proactive disclosure. While the ruling only impacts the DOJ-OLC opinions, it is critical to note that rulings along these lines demonstrate that FOIA law is far from settled and new opinions impacting proactive disclosures should be anticipated. Agencies should work to build a culture of proactive disclosure to help reduce FOIA requests and build transparency. https://hubs.li/Q02wdqmV0

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The DC metro area had a busy summer with increased M&A activity. Interesting article from Technical. ly stating that "[e]xperts and industry professionals say that lower valuations could have companies and VC firms vying for more deals." It is definitely worth the read. #DMV #Acquisitions #IndustryTrends

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After the new AMLAW 200 rankings were announced a month or so ago we now get the hotly-anticipated VAULT100 rankings, which are if anything even more relevant. These are the firms that associates in their peer / competitor firms rate as the best 100 law firms in the country, based on research, gut feelings, gossip, feedback etc. Do you agree with these rankings? Should money talk (as it's clearly a significant contributor at the top)?

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The latest episode of the Legal Leaders podcast, featuring a conversation with Bjarne Philip Tellmann, author of Building an Outstanding Legal Team and one of my mentors and friends is now available. I'm certain that all in-house counsel will find the discussion valuable and insightful. Thank you so much to Bjarne for spending the time to speak with me about his framework for modern legal leadership, the evolution of the GC role, the purpose of the modern in-house function, and his advice on starting a new GC role. I hope you enjoy the conversation as much as I did! https://lnkd.in/gU7cRQjN #inview #lawvu #generalcounsel #legalleadership #gccollective #gatornation #legalops

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Lowenstein's Bruce S. Nathan, Andrew Behlmann, and Mike Papandrea will be presenting at a National Association of Credit Management and FCIB - The Finance, Credit, and International Business Association webinar on May 29, providing an in-depth analysis of Subchapter V for small business Chapter 11 cases, recent developments, trade creditor concerns, and key recommendations from the American Bankruptcy Institute's Subchapter V Task Force. For more information, please visit: https://bit.ly/4aCjIcC #lawfirms #bankruptcylaw #lawyers #bankruptcy #smallbusiness 

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⚕️ “There have been two or three cases already where courts have cited to the Supreme Court’s decision and have said that HHS and CMS have gone beyond their statutory.” 🔊Maynard Nexsen’s Michael Parente and Mark Moore join the podcast to discuss how the Supreme Court’s recent strike down of Chevron deference is leading to increased litigation that challenges healthcare regulations. Hear more at www.thepulsehealthcast.com! #healthcarelaw #healthcarepodcast

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"Practicing Compassion in Bankruptcy Law:" Marques Lipton of Lipton Law Group, LLC joins co-host Marc Zwetchkenbaum of Marc Z Legal Staffing to share how empathy and problem solving play into his individual and small business bankruptcy practice. #bankruptcy #law #bankruptcylawyer #legaldiscussion WATCH this snippet then CLICK on the link in the comments for the full interview!

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