Category: News Feeds

Ed.
note:
Welcome
to
our
daily
feature,

Quote
of
the
Day.

Almost
every
firm
outside
the
top
20
by
PEP
in
the
Am
Law
100
is
either
pursuing
a
deal
or
talking
about
pursuing
one.
A
core
reason
has
to
do
with
compensation:
having
enough
money
and
flexibility
relative
to
competitors
to
keep
up
with
what
bigger,
more
profitable
competitors
are
paying.

—

Kent
Zimmermann,
law
firm
adviser
at
Zeughauser
Group,
in
comments
given
to
the

American
Lawyer,
concerning
the
uptick
in
merger
talks
that
are
currently
happening
among
Am
Law
100
firms.

---

Staci
Zaretsky is
the
managing
editor
of
Above
the
Law,
where
she’s
worked
since
2011.
She’d
love
to
hear
from
you,
so
please
feel
free
to

email
her
with
any
tips,
questions,
comments,
or
critiques.
You
can
follow
her
on Bluesky, X/Twitter,
and Threads, or
connect
with
her
on LinkedIn.

Meet
Danielle
Peck,
the
(now
former)
Legal
Recruiting
Director
at
Biglaw
firm
Holland
&
Knight.
She’s
about
to
learn
that
life
comes
at
you
fast
—
especially
when
you’re
caught
on
camera
throwing
around
a
racial
slur…
with
a
particularly
hard
-R.
Now,
we
don’t
know
exactly
what
led
up
to
Peck’s
confrontation
with
the
driver
of
the
truck,
but
one
thing
is
abundantly
clear:
using
the
n-word
is
never
acceptable,
no
matter
the
circumstances.

That
is
supercharged
when
you
think
about
Peck’s
role
at
the
firm
as
the
person
responsible
for
guiding
the
firm’s
hiring
and
representing
its
culture
and
values
to
law
students
and
prospective
associates.
This
problematic
behavior
is
profoundly
at
odds
with
the
firm’s
stated
values
—
even
in
a
post-
Trump’s
attacks
on
DEI
world.

Let’s
see
what
she
acts
like
away
from
the
respectability
of
Biglaw.

Shameful.
I
suppose
“racist
tirade”
is
not
quite
the
brand
message
Holland
&
Knight
is
going
for
because
the
firm
provided
the
following
statement,
“The
language
used
in
this
video
is
completely
unacceptable.
We
moved
quickly
to
investigate
this
situation
as
soon
as
we
became
aware
of
the
video.
As
a
result
of
that
process,
the
individual
is
no
longer
employed
with
the
Firm.”

Remember
it’s
2025,
there’s
no
such
thing
as
a
“private”
outburst.
Lawyers
and
legal
professionals
operate
in
a
world
where
reputations
travel
fast
and
hypocrisy
even
faster.

Firing
the
recruiting
director
was
the
easy
part.
The
harder
work
—
ensuring
that
every
person
involved
in
the
hiring
process
reflects
the
values
the
firm
says
it
stands
for
—
is
what
comes
next.

---

Kathryn
Rubino
is
a
Senior
Editor
at
Above
the
Law,
host
of

The
Jabot
podcast,
and
co-host
of

Thinking
Like
A
Lawyer.
AtL
tipsters
are
the
best,
so
please
connect
with
her.
Feel
free
to
email

her
with
any
tips,
questions,
or
comments
and
follow
her
on
Twitter

@Kathryn1 or
Mastodon

@[email protected].

It
feels
borderline
therapeutic
these
days
to
be
in
a
room
with
someone
who
still
believes
the
Supreme
Court
can
be
coaxed
back
into
functioning
like
a
responsible
branch
of
government
instead
of
the
feral
political
creature
rampaging
across
constitutional
order.
Last
week,
Justice
Stephen
Breyer
received
the
inaugural
David
Boies
Prize
at
a
ceremony
hosted
by
the
NYU
School
of
Law,
projecting
a
level
of
hopefulness
typically
reserved
for
Cubs
fans
in
March.
The
sort
of
hope
that
comes
with
an
understanding
that
they
will
let
you
down
over
and
over,
but
sticking
with
it
because
it
will
all
be
worth
it
if
it
ever
does
pay
off.

David
Boies
presented
the
award,
bestowed
upon
a
recipient
for
their
“exceptional
commitment
to
justice
and
the
betterment
of
society,”
introducing
his
former
Senate
Judiciary
Committee
colleague
and
sitting
down
for
a
brief
fireside
chat.
It
was
Breyer’s
second
speaking
engagement
of
the
day,
having
opened
the
morning
with
an
NYU
panel
discussion
on
“Democratic
Institutions
Under
Pressure:
A
Judicial
Perspective”
with
retired
Canadian
Supreme
Court
Justice
Rosalie
Abella
and
moderated
by
NYU
Constitutional
Law
Professor
Sam
Issacharoff.

Over
the
course
of
the
two
events,
Breyer
laid
out
cautious
optimism
at
a
time
when
threats
to
the
judiciary
and
democracy
continue
to
pile
up.
Boies
jumped
directly
to
the
former,
asking
about
the
heightened
threat
level
courts
are
dealing
with.
It’s
a
topic
that

dominated
a
panel
at
the
recent
Society
for
the
Rule
of
Law
conference
as
well.
Recently,

twelve
anonymous
judges
called
upon
the
Supreme
Court
to
do
something
to
improve
the
situation.
In
response
to
these
grave
threats
to
personal
safety
and
the
pall
it
places
over
the
judicial
system,

Republicans
have
called
for
an
investigation
to
punish
the
judges
for
speaking
out.
Breyer
praised
the
security
that’s
been
stepped
up
to
deal
with
the
new
environment,
while
tying
these
human
fears
to
the
institutional
risk
of
a
judiciary
losing
its
actual
or
perceived
independence
if
judges
fear
for
themselves
or
their
children.

The
judges
begging
the
Supreme
Court
to
use
its
position
to
protect
the
judiciary
specifically
flagged
the
Court’s
unexplained
shadow
docket
rulings
for
feeding
the
Trump
administration’s
narrative
that
lower
court
judges
are
acting
lawlessly.
The
Deputy
Attorney
General
is
calling
on
the
same
yahoos
who
stormed
the
Capitol

to
go
to
“war”
with
federal
judges,
and
the
Supreme
Court
—
fully
aware
of
this
fact
—
keep
firing
off
“we
can’t
explain
why,
but
let’s
just
say
you’re
wrong”
opinions
seized
upon
by
these
bad
faith
actors.
Unsurprisingly,
the
shadow
docket
took
a
starring
role
in
the
earlier
panel
discussion.

Justice
Abella,
serving
as
the
audience’s
surrogate,
offered
the
outsider
perspective
that
the
current
use
of
the
shadow
docket
is
as
loony
as
a
Canadian
dollar.
“The
idea
of
injunctive
relief
is
not
anything
new,”
she
explained.
“Our
tradition
is
‘irreparable
harm.’
Where
is
there
irreparable
harm?
But
what
seems
to
be
happening
in
this
shadow
topic
regime
is,
rather
than
a
protection
of
the
status
quo,
is
a
protection
of
the
new
status
quo.”
Justice
Breyer
kept
things
positive,
noting
that
the
emergency
docket
isn’t
new,
and
laying
out
reasons
why
the
Court
would
want
to
avoid
becoming
locked
into
a
decision
prematurely.

And
yet,
that’s
a
hallmark
of
every
preliminary
injunction.
A
judge
has
to
devote
some
ink
to
“likelihood
of
success.”
Do
district
judges
possess
some
magical
power
to
overcome
this
snap
judgment
that
the
Supreme
Court
lacks?
Reading
between
the
lines
of
Breyer’s
comments,
he
would
likely
say
the
Supreme
Court’s
thoughts
can
carry
unintended
persuasive
power.
That
is
a
sound
explanation
historically,
but
runs
headlong
into
the

current
majority’s
angry
insistence
that
lower
courts

should
give
the
Court’s
shadow
docket
outcomes
persuasive
power.

Which
strikes
at
the
heart
of
the

primary
criticism
Justice
Breyer
has
taken
in
recent
years.
He’s
an
enthusiastic
cheerleader
for
an
idyllic
system
that
just
doesn’t
exist
right
now.
And
yet,
after
taking
flack
for
implying
that
retiring
to
preserve
a
Democratic
appointment
on
the
Supreme
Court
would
damage
the
institution
by
making
it
appear
too
political,
he
channeled
his
inner
Cincinnatus
to
ensure
that
Justice
Ketanji
Brown
Jackson
could
take
his
seat.
He
won’t
call
out
the
increasingly
explicit
cynicism
of
the
Supreme
Court’s
majority,
but
he’ll
write

thoughtful,
respectful
critiques
of
originalism
—
a
favor
that
the
conservative
legal
movement
would

never
return,
as
they
run
to
Fox
News
to
declare
judges
applying
settled
caselaw
as
“radical
activist
judges.”

Breyer
often
cites
“the
7th
graders,”
the
students
he
speaks
with
about
civics
in
“the
nurseries
of
democracy”
(to
quote
Breyer’s
opinion
in Mahanoy
Area
School
District
v.
B.L.).
Relentless
positivity
is
all
well
and
good
for
a
classroom,
but
adults
might
need
a
bracing
dose
of
“y’all
in
danger!”
For
that
matter,
does
the
young
adult
audience
preparing
to
enter
the
proto-Hunger
Games
of
Trumpist
America
even
need
this
positivity
anymore?
In
Breyer’s
experience,
the
only
thing
that
gets
the
students
to
stop
idly
looking
out
the
window
and
engaged
in
the
conversation
is
the
promise
of
participation.
The
idea
that,
“they
find
people
who
disagree
with
them,
and
that
they
talk
those
people
and
find
out
how
we
get
together.”
He
cites
Ted
Kennedy’s
model,
pointing
out
that
Kennedy
handed
out
credit
to
Republicans
to
get
practical
wins.

“And
it’s
the
look
in
their
eyes.
It’s
that
look
in
their
eyes
when
they’re
thinking
of
what
they’re
actually
going
to
do
to
help
keep
these
340
million
people
stay
together
as
a
nation.
Stay
together,
despite
their
diversity.
When
I
see
that
look
in
their
eyes
—
in
the
seventh
grader
in
the
high
schooler
—
I
suddenly
say,
‘I
have
cause
for
optimism.’”

He
avoids
mentioning
that
those
same
Republicans
would
turn
around
and
use
Kennedy
as
a
campaign
punching
bag,
an
empty
signifier
of
liberal
moral
decay
and
symbol
of
the
civil
rights
era
to
gin
up
their
own
racist
voters.
That
part
of
the
story
is
less
inspiring.

Breyer
keeps
appealing
to
the
better
angels
of
the
judiciary’s
nature,
even
when
those
angels
long
ago
split
town.
Probably
for

a
luxury
vacation
financed
by
conservative
donors.
While
this
can
frustrate
critics
who
think
Breyer
fails
to
understand
the
precariousness
of
the
moment,
his
hopefulness
(like
that
of
the
aforementioned
Cubs
fan)
should
not
be
mistaken
for
naiveté.
During
the
panel,
Breyer
quoted
Albert
Camus
—
a
notably
cheery
author
—
to
remind
the
audience
that
point
of

The
Plague
is
that
the
plague
germ
—
Nazism
—
never
dies.
“It
goes
into
remission.
It
goes
into
remission
and
it
lurks.
It
lurks
in
the
attics,
it
lurks
in
the
file
cabinets,
it
lurks
in
the
basement,
it
works
in
the
hallway…
For
one
day,
for
the
education,
or
perhaps
for
the
misfortune
of
mankind,
evil
once
again,
since
it’s
rats
into
a
once
happy
city.”

Starting
to
see
why
the
conservatives
have
such
a
visceral
distaste
of
vaccines.

Breyer
continues,
“the
rule
of
law
is
one
weapon,
not
the
only
weapon,
but
one
weapon,
that
people
have
to
go
over
long
periods
of
time.
to
try
to
keep
those
rats
in
remission.”

Sure.
But
where
does
optimism
fit
into
sharpening
that
weapon?

In
a
poignant,
unintentional
juxtaposition,
Justice
Abella
and
Justice
Breyer
told
two
different
formative
anecdotes
rooted
in
their
post-War
upbringings.
“I
was
born
in
Germany
in
1946,”
Justice
Abella
explained.
“My
parents
were
in
a
concentration
camp.
I
was
revenge.
And
I
honestly
believe
that
without
strong,
fearless
courts,
there’s
no
hope
for
democracy
anywhere.”
Growing
up
in
San
Francisco,
Justice
Breyer
recounted
his
father
taking
him
to
City
Hall
in
1945,
and
telling
the
six-year-old
Breyer,
“Those
people
are
here
to
write
the
United
Nations
charter,”
and
pointing
out
global
dignitaries.
Competing
childhood
encounters
with
the
trauma
of
the
20th
century.

And
Abella
is
the
more
outwardly
skeptical.
Worried
about
hate
speech
and
demagoguery,
frightened
that
the
American
judicial
system
might
be
buckling
from
the
top,
and
sounding
the
alarm
that
the
rats
are
already
entering
the
city.
Breyer
is
optimistically
evangelizing
about
the
the
spirit
of
community
and
the
peace
to
come.
Those
worldviews
may
seem
in
tension,
but
the
post-War
order
was
built
on
both.
Abella
warns
us
what
happens
if
we
fall
asleep.
Breyer
insists
we
can
still
wake
up.
Fighting
the
rot
all
the
time
collapses
into
nihilism
without
a
little
hope.

Preserving
democracy
is
a
team
sport.
Not
everyone
needs
to
be
railing
against
the
horrors
all
the
time.
Someone
needs
to
get
in
the
trenches
and
do
the
less
glamorous
offensive
line
work,
hyping
the
world
where
institutions
once
functioned
free
from
cynicism
and
corruption

and
might
do
so
one
day
again.
Maybe
this
is
now
a
Bears
fan
analogy?
In
any
event,
criticizing
Breyer
for
not
joining
the
chorus
raging
against
the
depredations
upon
constitutional
order
misses
the
role
he’s
playing.
Yes,
he’s
blocking
for
the
problematic
mixed
bag
offense
that
is
the
2025
federal
judiciary,
but
it’s
protection
that
needs
to
be
there
if
the
new
draft
picks
are
ever
going
to
fix
things.

And
sometimes
defending
the
whole
team
means
pretending
the
current
QB
isn’t
a
feckless
degenerate.

The
Boies
Prize
says
“exceptional
commitment
to
justice
and
the
betterment
of
society.”
It
doesn’t
assign
a
role
to
how
the
recipient
gets
there.
Breyer
continues
to
hold
up
the
hope
side
of
the
equation
so
we
don’t
have
to.

---

Joe
Patrice is
a
senior
editor
at
Above
the
Law
and
co-host
of

Thinking
Like
A
Lawyer.
Feel
free
to email
any
tips,
questions,
or
comments.
Follow
him
on Twitter or

Bluesky
if
you’re
interested
in
law,
politics,
and
a
healthy
dose
of
college
sports
news.
Joe
also
serves
as
a

Managing
Director
at
RPN
Executive
Search.

There
have
been
myriad
global
responses
to
the
intellectual
IP
scrape
and
combine
known
general
as
AI.
Artists
of
all
kinds
have
called
for
bans
on
AI
for
stealing
their
work
without
compensation
while
industry
giants
in
AI
have
gone
so
far
as
to
call
for

getting
rid
of
IP
altogether.
Our
homegrown
response
is
overwhelmingly
on
the
side
of
AI
—
if
Peter
Thiel
and
Elon
Musk’s
close
associations
with
everyone
in
power
isn’t
enough,
at
one
point
there
were
murmurs
of
passing
a

moratorium
preventing
ANY
regulation
of
AI
for
a
10-year
period.
If
that
weren’t
enough,
Sarah
Friar
soft
launching
(for
Sam
Altman
to
then
walk
back)
the
government

bailing
out
OpenAI
if
they
don’t
turn
a
profit
makes
it
seem
like
America
is
squarely
pro-AI.
Despite
the
general
stronghold
AI
has
on
the
US,
there’s
been
some
local
pushback
when
it
comes
to
large
language
models
used
for
musical
purposes.
Big
names
have
tried
to
limit
what
AI
can
do,

Jay-Z
took
legal
action
over
AI
making
use
of
his
musical
likeness
for
example,
but
the
balance
still
looks
to
be
in
AI’s
favor:

Xania
Monet’s
recent
success
as
a
Billboard-placing
“AI
musician”
and

“Walk
My
Walk”
being
at
the
top
of
the
Country
charts
suggests
that
consumers
think
AI
music
is
fair
game.
It
also
doesn’t
hurt
that
the
usual
and
popular
propaganda
venues
are
pushing
for
the
normality
of
AI
music:

Joe
Rogan
to
Elon:
“AI
music
is
disturbing
because
it’s
my
favorite
music
now.
There
are
AI
covers…
they
will
blow
your
mind.
This
is
my
favorite
thing
to
do
to
people.

This
guy,
if
this
were
a
real
person,
would
be
the
#1
music
artist
in
the
world…
The
most
soulful,
potent…

pic.twitter.com/EDPyHr03xn

—
Edward
M.
Druce
(@EdwardMDruce)

November
1,
2025

Things
have
been
a
little
different
across
the
pond.
Sir
Elton
John
has
been

spearheading
the
artistic
push
back
against
the
theft
required
for
musical
AI
to
flourish
and
has
asked
the
government
to
set
limits
on
how
AI
can
be
used
musically
in
order
to
save
the
future
for
artists.
And
while
his
focus
has
been
on
his
government,
he
has
enough
sense
to
know
that
a
fight
to
prevent
AI
from
replacing
musicians
has
to
be
a
united
front:
even
if
the
UK
comes
down
strong
with
laws
protecting
artist
IP,
what
good
does
it
do
if
Americans
can
feed
those
songs
to
an
LLM
and
get
the
same
results?

It
looks
like
Germany
is
one
of
the
first
countries
to
answer
the
call.
An
artist
sued
OpenAI
over
the
use
of
their
song
lyrics
and
they
actually
won
the
case!

Reuters
has
coverage:

OpenAI’s
chatbot
ChatGPT
violated
German
copyright
laws
by
reproducing
lyrics
from
songs
by
best-selling
musician
Herbert
Groenemeyer
and
others,
a
court
ruled
on
Tuesday,
in
a
closely
watched
case
against
the
U.S.
firm
over
its
use
of
lyrics
to
train
its
language
models.

The
regional
court
in
Munich
found
that
the
company
trained
its
AI
on
protected
content
from
nine
German
songs,
including
Groenemeyer’s
hits
“Maenner”
and
“Bochum”.
…
GEMA
legal
advisor
Kai
Welp
said
GEMA
hoped
discussions
could
now
take
place
with
OpenAI
on
how
copyright
holders
can
be
remunerated.

This
is
a
huge
outcome
for
both
sides.
For
European
artists,
this
case
could
be
a
template
to
be
compensated
when
AI
infringes
on
their
rights.
For
OpenAI,
it
acts
as
a
reminder
that
there
can
be
consequences
for
their
actions
so
long
as
robust
IP
protects
creators.
In
short,
this
is
the
sort
of
outcome
you’d
know
OpenAI
would
want
to
appeal
even
if
they
didn’t
tell
you
directly.
After
a
company
spokesperson
told
Reuters
that
they
were
considering
next
steps,
they
made
sure
to
frame
the
loss
as
a
limited
setback
that
doesn’t
threaten
their
business
model
too
much.
Let’s
see
how
well
that
characterization
ages.

OpenAI
Used
Song
Lyrics
In
Violation
Of
Copyright
Laws,
German
Court
Says
[Reuters]

Earlier:

Elton
John
Calls
Government
‘Losers’
For
Letting
Tech
Firms
Skirt
Copyright
Laws

---

Chris
Williams
became
a
social
media
manager
and
assistant
editor
for
Above
the
Law
in
June
2021.
Prior
to
joining
the
staff,
he
moonlighted
as
a
minor
Memelord™
in
the
Facebook
group Law
School
Memes
for
Edgy
T14s
.
 He
endured
Missouri
long
enough
to
graduate
from
Washington
University
in
St.
Louis
School
of
Law.
He
is
a
former
boatbuilder
who
is
learning
to
swim, is
interested
in
critical
race
theory,
philosophy,
and
humor,
and
has
a
love
for
cycling
that
occasionally
annoys
his
peers.
You
can
reach
him
by
email
at [email protected]
and
by
tweet
at @WritesForRent.

On
Thursday,
Donald
Trump’s
insurance
lawyer,
Lindsey
Halligan,
will
defend
her
right
to
lead
the
US
Attorney’s
Office
in
the
Eastern
District
of
Virginia.
It
will
likely
be
one
of
her
last
acts
on
the
job.
The
only
real
question
is
whether
she’ll
take
the
James
Comey
and
Letitia
James
indictments
with
her,
or
whether
they’ll
limp
on
a
bit
longer
under
some
other
prosecutorial
authority.

The
Three
Hat
Dance

Attorney
General
Pam
Bondi
certainly
knows

how
to
hand
a
US
Attorney’s
Office
over
to
one
of
Trump’s
cronies.
Since
July,
she’s
been
using
the
same
maneuver
to
install
unconfirmable
MAGA
dolts
to
the
top
prosecutor’s
job:

• Step
  1:
  Appoint
  crony
  as
  interim
  US
  Attorney
  for
  120
  days
  under
  
  28
  USC
  §
  546.
• Step
  2:
  When
  it
  becomes
  clear
  that
  no
  Senate
  confirmation
  is
  coming,
  appoint
  said
  crony
  as
  first
  assistant
  US
  Attorney,
  and
  then
  claim
  that
  crony
  is
  automatically
  promoted
  to
  acting
  US
  Attorney
  by
  operation
  of
  the
  Federal
  Vacancies
  Reform
  Act.
• Step
  3:
  Simultaneously
  appoint
  crony
  as
  a
  special
  attorney
  under
  28
  USC
  §
  509,
  510,
  and
  515.

It’s
a
little
rickety,
but
it’s
more
or
less
worked,
so
far
— at
least
to
the
extent
that
the
cronies
have
still
been
able
to
charge
cases.
Three
federal
courts
ruled
that
Steps
1
and
2
aren’t
legal,
since
they
would
effectively
eliminate
Senate
confirmation
for
US
Attorneys.

Why
would
any
president
bother
nominating
someone
when
he
can
string
together
an
endless
string
of
interim
appointments,
potentially
of
the
same
crony?
But
no
judge
has
dismissed
a
case
based
on
the
US
Attorney’s
unlawful
appointment,
since
Assistant
US
Attorneys
who
do
the
actual
work
of
charging
cases
have
the
power
to
indict
and
prosecute
as
well.

But
on
September
22,
Pam
Bondi
only
slapped
the
first
hat
on
Lindsey
Halligan,
appointing
her
interim
US
Attorney

under
§
546.
That
was
tempting
fate,
since
a
federal
judge
in
Pennsylvania
had
already
ruled
that
§
546
only
allows
for

one
120-day
interim
appointment,
after
which
only
the
district’s
judges
may
appoint
an
interim
lead
prosecutor
until
the
Senate
confirms
a
pending
nominee.
And
it
was
doubly
tempting
fate
since
Halligan
was
the
only
lawyer
at
EDVA
who
would
get
anywhere
near
the
Comey
and
James
cases.

Halligan
was
the
sole
lawyer
to
present
those
indictments
to
a
grand
jury,
and
she’s
the
only
one
who
signed
them.
So
if
she
wasn’t
legally
appointed,
those
cases
would
appear
to
be
DOA.

Hot
Tub
Time
Machine
DOJ

Pam
Bondi
is
currently
trying
to
do
the
three-hat
dance
in
reverse.
After
Comey
and
James
filed
motions
to
dismiss
noting
that
three
courts
have
found
that
the
president

cannot
make
successive
interim
appointments,
Bondi
signed
a

new
order
purporting
to
retroactively
designate
Halligan
as
a
special
attorney
under
§§ 509,
510,
and
515
“as
of
September
22”
—
effectively
traveling
back
in
time
six
weeks
and
sticking
the
third
hat
on
Halligan

before
she
secured
the
indictments.

Alternatively,
Bondi
claimed
to
have
“ratified”
the
indictments,
blessing
them

post
facto
and
curing
any
defect
arising
from
the
unfortunate
technicality
that
Halligan
had
no
right
to
be
in
the
grand
jury
room.

After
Pat
Fitzgerald
and
Abbe
Lowell
spent
ten
solid
minutes
laughing
their
asses
off
—
PRESUMABLY!
—
they
filed
their
replies.

Lipstick
on
a
pig

“Attorney
General
Bondi
does
not
have
a
time
machine,”
James’s
lawyers

jeered,
adding
that
“Just
as
President
Trump
could
not
announce
tomorrow
that
he
is
‘appointing’
Attorney
General
Bondi
as
the
acting
Administrator
of
NASA
from
January
2025
to
March
2025,
Attorney
General
Bondi
lacked
the
power
announce
an
appointment
of
Ms.
Halligan
that
bent
space
and
time.”

They
were
similarly
derisive
about
the
government’s
claim
that
Halligan
was
functionally
an
AUSA
in
September,
rather
than
a
White
House
aide
tasked
with
de-woke-ing
the
Smithsonian:
“The
problem
is
that
Ms.
Halligan
brought
this
indictment
as
a
private
citizen
with
no
authority
to
litigate
on
behalf
of
the
United
States.
No
amount
of
ex-post
maneuvering
can
rescue
this
unlawful
indictment
from
dismissal.”

James
calls
dismissal
with
prejudice
“the
only
remedy
that
will
promote
the
interests
protected
by
the
Appointments
Clause
and
deter
the
government
from
deploying
unlawful
appointments
to
effectuate
retaliation
against
perceived
political
opponents”
— essentially
tying
it
into
her
motion
to
dismiss
for
selective
and
vindictive
prosecution.

Comey’s

reply
echoes
James’s,
scoffing
at
Bondi’s
reliance
on
a
theory
of
§
546
that
has
already
been
rejected
by
three
courts.
But
his
argument

against
Bondi’s
“ratification”
and

for
dismissal
with
prejudice
is
even
stronger
than
James’s,
since
the
statute
of
limitations
on
his
“crimes”
has
now
expired.

Comey
quotes
the
Supreme
Court’s
holding
in


FEC
v.
NRA
Political
Victory
Fund,
finding
it
“essential
that
the
party
ratifying
should
be
able
not
merely
to
do
the
act
ratified
at
the
time
the
act
was
done,
but
also
at
the
time
the
ratification
was
made.”
Bondi
could
not
indict
him
today
because
the
statute
of
limitations
has
run,
and
so
she
can’t
retroactively
ratify
an
indictment
that
was
improperly
obtained
six
weeks
ago.

Something
to
remember
you
by

This
morning
Judge
Cameron
McGowan
Currie
will
consider
the
motions
to
disqualify
Halligan
and
dismiss
the
indictments.
We
may
also
get
an
indication
of
how
egregiously
inappropriate
Halligan’s
grand
jury
presentations
were,
since
the
court
has
been
mulling
them
over
for
more
than
a
week.

Judge
Currie,
who
was
seconded
from
the
District
Court
of
South
Carolina
to
hear
the
disqualification
motion,
ordered
the
government
to
turn
grand
jury
transcripts
in
both
cases
for

in
camera
review.
In
the
Comey
case,
she
later
filed
a

second
order
noting
that
the
government’s
production
“fails
to
include
remarks
made
by
the
indictment
signer
both
before
and
after
the
testimony
of
the
sole
witness,
which
remarks
were
referenced
by
the
indictment
signer
during
the
witness’s
testimony.”
Halligan
also
forgot
to
include
information
on
the
first
indictment,
for
which
she
got
no-billed.

So,
things
are
not
looking
great
for
the
“indictment
signer.”
And
that’s
before
she
has
to
defend
these
fakakta
cases
on
the
merits!
But,
even
if
she

does
get
get
tossed
off
this
case
tomorrow
or
next
week,
Halligan
will
take
a
souvenir
with
her
—
something
to
remember
this
day
by.
And
that
something
is
…
a

bar
complaint.

On
Tuesday,
the
Campaign
for
Accountability

notified
the
Florida
and
Virginia
bars
of
potential
violations
of
their
respective
rules
of
professional
conduct.
The
nonprofit
suggests
that
Halligan:
violated
her
obligations
of
candor
and
competence;
made
extrajudicial
statements;
brought
a
prosecution
she
knows
is
not
supported
by
probable
cause;
and
engaged
in
conduct
involving
dishonesty,
deceit,
misrepresentation,
or
conduct
prejudicial
to
the
administration
of
justice.

So,
whatever
happens,
she’s
got

that
to
look
forward
to.

Subscribe
to
read
more
at
Law
and
Chaos….

---

Liz
Dye produces
the
Law
and
Chaos Substack and podcast. You
can
subscribe
by
clicking
the
logo:

Every
year,
Above
the
Law
surveys
solo
practitioners
and
small
firm
lawyers
about
their
compensation
for
an
annual

compensation
report.
This
year,
we
are
asking
attorneys
who
work
in
midsize
law
firms
to
participate
as
well. 

If 
you
are
a
lawyer
at
a
firm
with
fewer
than
250
attorneys,
please


click
here
to
take
this
brief,


completely
confidential
survey.

Feel
free
to
share
the
survey
with
colleagues
and
peers;
the
more
responses
we
receive,
the
more
comprehensive
the
information
we’ll
have
to
share.

On
its
face,
Amazon’s
recent

lawsuit
to
block
Perplexity’s
AI
agents
from
shopping
on
Amazon’s
site
seems
like
just
another
turf
war
between
two
tech
giants
with
little
relevance
for
solo
and
small
law
firms. 

By
way
of
background,
Amazon
says
that
Perplexity’s
Comet
browser
unlawfully
accessed
Amazon’s
website
and
customer
accounts
by
disguising
autonomous
AI
agents
as
human
users
to
make
purchases
without
authorization,
while
Perplexity
responds
that 
it
simply
enables
users
to
employ
digital
assistants
to
act
on
their
behalf.
As
such,
the
case
raises
the
knotty
problem
of how
to
regulate
AI
agents
acting
on
someone’s
behalf
—
an
issue
that
will
reach
the
legal
profession
sooner
than
most
lawyers
expect.

Let’s
take
a
step
back.
According
to

Claude.AI,
an
AI
agent
is
a
software
system
that
autonomously
performs
tasks
and
makes
decisions
to
achieve
specific
goals,
using
tools
and
adapting
its
approach
without
constant
human
oversight.
AI
agents
don’t
just
assist;
they
act.
And
while
agents

are
currently
in
beta
or
experimental
mode,
it’s
not
difficult
to
envision
how
they
could
be
deployed
in
legal
and
the
attendant
repercussions.

For
example,
just
as
consumers
now
deploy
AI
agents
to
find
products,
clients
will
soon
send
AI
agents
to
find
lawyers.
And
these
agents
won’t
necessarily
evaluate
a
firm
the
way
a
human
would.
They’ll
scrape
your
website,
LinkedIn
posts,
and
online
reviews,
scanning
for
objective
signals
of
competence,
responsiveness,
pricing,
and
availability,
and
assess
how
you
match
up
against
your
competitors.

And
that
witty,
human-sounding
blog
post
that
you
hoped
would
persuade
prospects
that
you’re
relatable?
An
AI
agent
might
ignore
it
entirely
in
favor
of
structured
data
like
published
case
results,
flat-fee
pricing
tables,
or
keyword
clarity.
In
short,
we’re
moving
into
a
world
where
your
marketing
must
persuade
machines
before
it
persuades
people.

Solo
and
small-firm
lawyers
who
rely
on
personal
voice
and
storytelling
will
need
to
start
optimizing
for
machine
readability.
That
doesn’t
mean
abandoning
human
tone,
but
it
does
mean:

• Structuring
  your
  website
  content
  with
  clear
  metadata
  and
  FAQ
  sections
  that
  make
  it
  easy
  for
  agents
  to
  extract
  key
  information.
• Offering
  standardized
  descriptions
  of
  practice
  areas
  (“contested
  guardianship
  litigation,
  fixed-fee
  estate
  plans,
  mediation
  services”)
  rather
  than
  narrative-style
  prose.
• Using
  clean
  data
  formats
  so
  AI
  crawlers
  can
  correctly
  interpret
  your
  credentials
  and
  offerings.

Helping
consumers
find
lawyers
isn’t
the
only
way
that
AI
agents
may
manifest
themselves
in
the
legal
profession.
A
savvy
adversary
could
weaponize
agent
capability.
Picture
a
scenario
where
a
divorce
client
dispatched
an
army
of
AI
agents
to
schedule
“intake
calls”
with
every
family
lawyer
in
town
—
thereby
creating
conflicts
that
prevent
any
of
them
from
representing
the
opposing
spouse.
Today,
that
kind
of
behavior
would
require
dozens
of
phone
calls
and
forged
signatures.
Tomorrow,
it
could
happen
in
seconds,
triggered
by
a
single
prompt:

“Conflict
out
every
lawyer
within
10
miles
of
my
ex.”

Law
firms
will
need
to
develop
clear
policies
to
protect
against
such
misuse.
Just
as
websites
now
post
disclaimers
about
automated
scraping,
firms
may
soon
need
to
adopt
AI-agent
access
policies
stating
whether
automated
agents
are
permitted
to
fill
out
forms
or
schedule
consultations.
Firms
could
also
employ
verification
gates
to
detect
when
submissions
come
from
bots
rather
than
humans
and
software
capable
of
recognizing
duplicate
or
mass-generated
inquiries.

Finally,
don’t
overlook
the
rise
of
“recording
agents.” Clients
may
use
AI-powered
note-takers
to
record
calls
and
then
feed
entire
consultations
into
large
language
models
for
follow-up
analysis.
I’ve
written
about
the

ethics
of
lawyers
recording
conversations
with
clients,
but
when
client
agents
record
without
permission,
it
raises
both
privacy
and
privilege
issues.
Lawyers
should
update
engagement
letters
to
specify
that
no
client
(or
client’s
agent)
may
record
or
transmit
conversations
without
consent.
Meeting-scheduling
systems
should
include
a
disclosure
requiring
human
participation,
not
just
digital
intermediaries.

In
the
coming
years,
AI
agents
will
undoubtedly
become
as
ubiquitous
as
email
or
the
cloud,
quietly
handling
research,
scheduling,
shopping,
and
legal
intake.
Those
solo
and
small
firms
who
deploy
agents
while
structuring
their
online
presence
for
agent
discovery,
setting
boundaries
for
AI-agent
interactions,
and
ensuring
client
data
is
secure
will
thrive
in
the
AI
agent
age.

---

Carolyn
Elefant
is
one
of
the
country’s
most
recognized
advocates
for
solo
and
small
firm
lawyers.
She
founded
MyShingle.com
in
2002,
the
longest-running
blog
for
solo
practitioners,
where
she
has
published
thousands
of
articles,
resources,
and
guides
on
starting,
running,
and
growing
independent
law
practices.
She
is
the
author
of
Solo
by
Choice,
widely
regarded
as
the
definitive
handbook
for
launching
and
sustaining
a
law
practice,
and
has
spoken
at
countless
bar
events
and
legal
conferences
on
technology,
innovation,
and
regulatory
reform
that
impacts
solos
and
smalls.
Elefant
also
develops
practical
tools
like
the AI
Teach-In to
help
small
firms
adopt
AI
and
she
consistently
champions
reforms
to
level
the
playing
field
for
independent
lawyers.
Alongside
this
work,
she
runs
the
Law
Offices
of
Carolyn
Elefant,
a
national
energy
and
regulatory
practice
that
handles
selective
complex,
high-stakes
matters.

Editor’s
note:
Second
in
a
three-part
series.

Read
the
first
installment
here. 

You’ve
gathered
reliable
company
data.
You’ve
determined
the
law
department’s
proper
lane
for
this
transaction.
You’ve
maintained
appropriate
confidentiality
and
applied
sound
organizational
principles. 

Now,
the
ink
is
dry
on
your
merger
agreements
—
and
your
GC
is
facing
down
a
new
challenge:
guiding
the
integration
of
a
portfolio
of
companies
into
an
existing
structure. 

“Every
company
has
different
internal
dynamics
and
different
ways
of
working,
right?”
says
Kariem
Abdellatif,
the
head
of
Mercator
by
Citco
(Mercator),
a
specialist
entity
management
provider
that
helps
organizations
manage
their
global
entity
portfolios,
including
during
complex
M&A
transactions.  

“So
the
system
you
set
up
has
to
be
able
to
accommodate
those
differences,
and
the
entire
governance
framework
for
managing
entities
needs
to
be
flexible
enough
to
handle
not
just
the
current
complexity,
but
also
future
organizational
changes.”

In
this
series,
we’re
providing
a
step-by-step
guide
for
general
counsel
navigating
a
merger
or
other
corporate
transaction.
In
part
one,
we
explored
best
practices
for
corporate
law
departments
in
the
pre-merger
phase. 

Here,
we’re
sharing
the
initial
to-do
list
for
a
law
department
once
a
transaction
is
closed. 

We’ll
also
be
discussing
these
topics
in
a
webinar
next
month.

You
can
pre-register
here.

Button
Up
Your
Contracts

Law
departments
would
be
well-advised
to
get
a
head
start
on
shoring
up
their
employment
and
intellectual
property
agreements
as
soon
as
a
deal
is
inked. 

This
is
particularly
so
when
a
large
company
buys
a
smaller
entity
in
an
equity
deal,
notes
Scott
Naturman,
an
M&A
partner
with
Hughes
Hubbard
&
Reed
LLP.  

That’s
because
smaller
companies
often
have
deficient
regulatory
and
internal
compliance
programs,
which
can
lead
to
contracting
problems. 

“Almost
every
deal
we
do,
we
find
deficiencies,
and
it’s
not
me
necessarily,
but
it’ll
be
my
HR
and
IP
colleagues
looking
at
employment-related
contracts
and
finding
deficiencies
in
them,”
Naturman
says.
“So
that’s
something
that
often
has
to
be
fixed.”

Problems
can
also
arise
related
to
the
merged
entity’s
commercial
contracts.

Mergers
often
occur
between
companies
in
similar
industries,
of
course.
As
a
result,
the
merged
entity
may
have
contracts
with
the
same
customers
and
suppliers
as
the
acquirer. 

If
multiple
contracts
with
the
same
customer
or
supplier
have
differing
terms,
Naturman
notes,
the
merged
business
will
look
to
maintain
the
best
possible
outcome
while
combining
the
contracts.

Some
items
like
“most
favored
nation”
clauses
will
often
be
vetted
and
mitigated
in
the
due
diligence
process,
but
lawyers
will
still
need
to
think
through
how
to
merge
any
overlapping
agreements
once
the
deal
is
closed.

Maximize
the
Interim
Period

Even
if
they
tend
to
be
billed
as
“mergers
of
equals,”
few
mergers
are
actually
created
equal.

One
key
difference
emerges
around
the
closing
structure
—
with
delayed
and
simultaneous
closings
presenting
their
own
challenges
and
opportunities.

When
there’s
a
delayed
closing,
law
departments
must
navigate
an
interim
period,
where
you
protect
the
value
of
the
business
while
awaiting
a
condition
to
be
met
—
regulatory
approval,
for
example,
or
the
greenlight
from
a
lender. 

Naturman
notes
that
law
departments
can
make
progress
on
essential
human
resources
and
intellectual
property
tasks
during
this
period. 

“You
want
the
in-house
folks
as
soon
as
possible
to
be
speaking
with
key
employees
and
trying
to
lock
them
into
agreements
on
their
own
paper,
but
you
can’t
have
anything
become
effective
until
the
deal
closes,
of
course,”
he
says. 

“If
you
have
a
delayed
closing,
you
can
reach
a
wider
audience,
while
if
it’s
simultaneous,
you
don’t
have
that
opportunity.” 

Update
—
and
Leverage
—
Your
Org
Chart 

Simply
gathering
accurate
data
poses
another
post-merger
challenge
for
law
departments. 

All
of
the
documents
related
to
the
acquired
company
must
be
uploaded
into
a
merged
system,
for
example,
and
they
must
be
made
available
to
the
appropriate
employees. 

Once
the
information
is
updated,
Mercator’s
Entica
platform
can
create
detailed
and
interactive
corporate
org
charts.
This
allows
users
to
visualize
the
full
organization
—
which
entity
sits
on
top,
what
happens
if
entities’
locations
are
moved,
what
it
would
mean
if
an
entity
were
liquidated.

Law
departments
at
this
stage
should
consider
their
portfolio
of
companies,
looking
for
entities
that
could
be
merged.
Some
may
see
an
opportunity
for
immediate
savings. 

“If
you
have
two
of
your
own
entities
in,
say,
France,
and
you
just
acquired
a
portfolio
that
has
three
other
entities
in
France,
there’s
a
case
for
rationalization,”
Mercator’s
Abdellatif
says.

“Ask
yourself:
‘Why
do
I
have
five
entities
in
France?
Do
I
actually
need
all
of
these
for
the
activities
I
perform,
and
what
are
the
cost
and
compliance
implications
of
maintaining
them?”

When
companies
neglect
their
org
chart,
it
can
also
create
long-term
problems,
according
to
Naturman. 

“Especially
if
you’re
a
serial
buyer
and
you’re
buying
companies,
you
may
end
up
having
a
web
of
entities,
and
it
just
gets
out
of
control
and
hard
to
manage,”
he
says. 

This
type
of
sprawl
can
create
tax
inefficiencies
and
prevent
organizations
from
minimizing
liabilities
by
housing
them
in
carefully
chosen
entities
within
the
organization’s
structure. 

“I
don’t
think
enough
of
that
planning
happens,”
Naturman
says.
“It’s
often
we’re
brought
in
five
years
later
to
help,
then
they
say:
‘Help
us.
It’s
a
complete
mess.
How
do
we
reorganize
ourselves?
How
do
we
get
this
under
control?’”

Mercator’s
Abdellatif
adds:
“Dormant
entities
often
become
problematic
when
overlooked
during
transitions
or
treated
as
‘out
of
sight,
out
of
mind.’
We
frequently
see
cases
where
incomplete
records
or
unclear
responsibilities
lead
to
surprise
liabilities.”

“The
solution
is
treating
dormant
entities
with
the
same
discipline
as
active
ones,”
he
says,
“maintaining
accurate
inventories,
assigning
clear
ownership,
conducting
regular
reviews,
and
ensuring
professional
oversight.
This
transforms
them
from
hidden
risks
into
manageable
assets.”

Create
an
Impeccable
Calendar

Onboarding
an
entity
also
means
onboarding
its
deadlines. 

Once
a
transaction
is
closed,
detailed
deadline
calendaring
is
a
key
step
for
GCs.
Critically,
this
step
isn’t
limited
to
deadlines
related
to
the
deal
itself. 

Staying
on
top
of
deadlines
means
understanding
when,
say,
a
customer
supplier
contract
will
expire,
Naturman
notes.
Maintaining
this
focus
is
a
key
to
successfully
merging
multiple
entities. 

“One
thing
I’ve
seen
over
the
course
of
my
career
is
less
diligence
being
done,
or
more
targeted
diligence,”
he
says.

Abdellatif
notes
that
Mercator’s
Entica
system
contains
robust
workflow,
calendaring,
and
compliance
capabilities,
among
its
other
features.

Mergers
are
a
logistical
exercise,
he
says,
and
the
right
technology
can
form
the
organizational
backbone
for
a
transaction
to
progress.

“Technology
functions
differently
within
each
corporate
environment
—
meaning
it
doesn’t
always
get
used
the
same
way,”
he
says.
“To
get
the
most
value
out
of
it,
you
need
to
make
sure
that
its
properly
adapted
to
each
specific
environment.”

He
adds:
“When
implemented
thoughtfully,
technology
becomes
more
than
just
a
system
—
it
becomes
the
foundation
that
helps
standardize
processes,
maintain
compliance,
and
ultimately
drive
successful
integration.”

Stay
tuned
for
the
next
article
in
this
series,
where
we’ll
be
exploring
steps
to
consider
during
the
negotiation
and
closing
of
a
transaction. You
can
register
for
our
webinar
on
these
topics
here.