

Inside the Elon Musk Pay Package VictoryJohn is joined by Christopher G. Michel, partner in Quinn Emanuel’s Washington, D.C. office and Co-Chair of the firm’s National Appellate Practice. They discuss Michel’s team’s recent victory before the Delaware Supreme Court, reinstating Elon Musk’s Tesla compensation package, now valued at $139 billion, the largest compensation dispute in corporate history. The 2018 pay package required Musk to meet extremely ambitious growth milestones, including doubling Tesla’s size over a ten-year period, before receiving any compensation. After that, there were a series of 12 levels of compensation corresponding to 12 further growth milestones. The Tesla Board approved the package, as did the shareholders with 70% support. He ultimately achieved all the required milestones, growing the company from $50 billion to over $1 trillion in four years. Despite that, a Tesla shareholder owning just nine shares brought a derivative suit, alleging the board breached its fiduciary duties in approving the package. The Delaware Chancery Court found Musk to be a “controlling stockholder” due to his 21% ownership, close relationships with directors, and status as a “superstar CEO.” As a result, the court applied the “entire fairness” standard, under which defendants must prove that a transaction was entirely fair to the shareholders, and found the package did not meet that standard. The court reasoned that Tesla could have obtained Musk’s services for less or even for free, citing other CEOs who had worked without compensation. It also ruled that shareholder approval was invalid due to inadequate proxy disclosures, including the omission of details about Musk’s social ties with board members. The court rescinded the entire compensation package and awarded the plaintiff’s counsel $345 million in attorneys’ fees. On appeal, the defense team focused on three main arguments: Musk was not a controlling stockholder, the package met the entire fairness standard, and even if there was a violation, rescission was not an appropriate remedy. The Delaware Supreme Court reversed, holding that rescission was unwarranted and awarding nominal damages of $1. It reinstated the pay package, now valued at $139 billion. It also reduced the attorneys’ fee award to $54 million. The case has influenced legislative changes in Delaware corporate law regarding the definition of controlling shareholders and shareholder ratification.
Inside a $1.6B Market Clawback CaseJohn is joined by Christopher D. Kercher and Peter H. Fountain, both partners in Quinn Emanuel’s New York office. They discuss their recent representation of Citadel Securities, one of the world’s largest market makers, in connection with a case concerning Mallinckrodt, a pharmaceutical company forced into bankruptcy due to opioid litigation. The central issue was whether $1.6 billion in stock share buybacks conducted between 2015 and 2018 could be recovered by the bankruptcy estate as fraudulent transfers. The legal theory advanced by a litigation trust formed during the bankruptcy was unprecedented, as it sought to void Mallinckrodt’s share repurchases on the open market, which were made in the ordinary course of business. The trust contended that, under Irish law (Mallinckrodt was an Irish corporation), these repurchases were void because Mallinckrodt should have recognized that it was insolvent due to substantial opioid-related tort liabilities that were not reflected on its balance sheet. The litigation trust characterized these sales as constructive fraudulent conveyances, asserting that Mallinckrodt lacked adequate capital when executing the buybacks. The trust sought to claw back the full $1.6 billion from ordinary market participants who had sold shares years prior, basing their argument on limited precedent from Enron-related cases from the 1980s. The defense successfully challenged these claims by invoking the Section 546(e) bankruptcy safe harbor provision. This provision is intended to preserve finality in financial markets and protect legitimate securities transactions. The defense emphasized that Citadel and similar market makers qualified as financial participants and that the share repurchases constituted protected settlement payments and transfers pursuant to securities contracts under the safe harbor provision. Accepting the litigation trust’s theory would require market makers to investigate not only the published financial statements of every traded company, but also hidden tort liabilities and the corporate laws of each jurisdiction of incorporation, before facilitating any transactions. Both the bankruptcy and district courts recognized that imposing such obligations would paralyze financial markets and defeat the purpose of the safe harbor provision, and rejected the trust’s novel claims.
Avoiding Nuclear VerdictsJohn is joined by Robert Tyson and Cayce E. Lynch, both partners at Tyson & Mendes and Co-Founders of Apex Defense Consulting. They discuss how defense lawyers can counter the recent rise in “nuclear verdicts.” Nuclear verdicts are extremely large jury awards, often in personal injury cases, in which pain and suffering or emotional distress awards are vastly disproportionate to economic damages. These verdicts are a key factor behind the recent, dramatic rise in insurance costs. Over the past 15 years, plaintiffs’ lawyers have shifted tactics. While plaintiffs’ attorneys used to appeal to jurors’ sympathy for the plaintiff, they now focus on inciting juror anger against the defendant. Robert and Cayce obtained the trial transcripts from 100 nuclear verdict cases and carefully analyzed each case. They tracked 60 data points per case and concluded that defense lawyers frequently failed to respond effectively to plaintiffs’ shift to inciting anger in the jury. Their research identified four strategies which, when used together, greatly reduce the risk of a nuclear verdict. First, defense counsel must personalize the defendant to create a connection between the people on the jury and the people working for the defendant. Second, defense counsel must accept responsibility for some issue in every single case. Accepting responsibility helps take the anger out of the jury. Third, counsel must give an alternative damages number to the plaintiff’s claim in every case. When defense counsel fails to give an alternative number, the jury will often award significantly more than the plaintiff asked for. A University of Iowa study also found that when the defense provides its own damages number, the likelihood of obtaining a defense verdict increases. Finally, defense counsel must address the plaintiff’s non-economic damages such as pain and suffering. This should be done by presenting a message emphasizing the joys that remain in the plaintiff’s life. They should also emphasize the impact their alternative damages number could have on the plaintiff’s life. None of the 100 nuclear verdict cases Robert and Cayce reviewed involved defense lawyers who employed all four of these strategies. Robert and Cayce conclude by advocating for a broader sharing of best practices among defense counsel, noting that the plaintiffs’ bar has traditionally excelled in coordinating and sharing information and best practices.
Winning and the Art of ConnectionJohn is joined by Jennifer Prosek, Founder and Managing Partner of Prosek Partners, one of the world’s leading integrated marketing and communications firms. They discuss effective reputation and crisis management in high-stakes corporate and financial legal matters. Success in such matters often depends on maintaining a disciplined alignment between legal and communications teams. Despite today’s fast-paced media environment, both teams must develop a strategic plan and resist the pressure to react impulsively. Saying less can often be more effective, as premature or excessive public comments may create lasting reputational harm, even when the legal outcomes are ultimately favorable. The output of large language models bearing on reputation can be shaped by proactively feeding the digital landscape, especially large language model AI systems, with positive, relevant content, particularly third-party media coverage. By doing so, companies can shape the narrative these systems generate. While influencing large language models is not fully understood, the importance of establishing ongoing, high-quality positive public engagement is clear. In one case, Bridgewater’s controversial hedge fund culture was proactively reframed into a compelling public story. Rather than hiding or ignoring critical media narratives, the firm opted to control and shape its own messaging, resulting in a broader cultural conversation and the creation of a best-selling book. This example demonstrates how taking the “front foot” in communications may often transform perception and build long-term reputational value. To “nail the narrative,” communications teams must distill a company’s essence into a concise and compelling story that resonates with customers, investors, and the media. Differentiating oneself from competitors, even if polarizing, is essential in today’s crowded communications landscape. Finally, John and Jennifer discuss entrepreneurship, including the value of taking initiative, the power of simply asking for what you want, and the importance of connection and authentic human relationships in business.
A Chinese Client’s Corporate FightJohn is joined by Christopher D. Kercher, partner in Quinn Emanuel’s New York office. They discuss a complex cross-border dispute involving a Chinese public company listed on the Shanghai Exchange. The company, which owned oil assets in Texas and was one of the largest private oil producers in the U.S., faced a governance crisis after an investor took over the company and elected a new board in China. When the new board attempted to gain control over the company’s U.S. subsidiaries, it discovered that the company’s former management had implemented mechanisms at the subsidiaries’ holding companies that blocked the election of new directors. This control deadlock posed an existential threat, as Chinese regulators warned the company it could be delisted if control was not reestablished by the end of the year. The urgency of the situation demanded a rapid litigation strategy across three U.S. jurisdictions: Texas, Nevada, and Delaware. The client’s initial effort, led by another firm, to resolve the matter in Texas failed because of the “internal affairs doctrine,” which required adjudication in Delaware, where the entities were incorporated. Fortunately, the other side initiated a Delaware proceeding allowing the Chinese parent to counterclaim and consolidate all issues under a highly expedited schedule. A key early win was securing a “status quo” order in Delaware, which froze major corporate actions and gave the new board veto power over decisions exceeding $100,000, effectively halting adverse moves by the former management. The case involved extensive discovery, much of it in Mandarin, and included WhatsApp, WeChat, and other messaging platforms. Advanced AI tools played a crucial role in accelerating document review, translating materials, and aiding strategy development. Cultural sensitivity and coordination with Chinese counsel were also essential to preparing the case. As trial approached, the opposing side sought settlement, likely due to being overwhelmed by the pace and depth of the litigation.
The Client View on High-Stakes CasesJohn is joined by David Proman, Co-Founder and Managing Partner of Atlas Grove Partners and long-time Quinn Emanuel client. They discuss David’s extensive experience working with elite law firms, including Quinn Emanuel, on high stakes matters involving structured finance, digital assets, and complex bankruptcies. At Atlas Grove and its subsidiary, GXD Labs, David has built an investment platform that identifies legal claims as investment opportunities. One example of such an opportunity was David’s early and aggressive pursuit of RMBS claims. In 2010, David was at a fund called Fir Tree Partners that was the most activist fund manager in the RMBS space. They pursued cases against the world's largest banks for breaches of warranties, which led to recovering almost $4 billion for Fir Tree Partners’ investors. David worked with Quinn Emanuel partner Sascha Rand on many of these cases, adding “we have great thanks and gratitude to Quinn Emanuel for working on this with us for over a decade against some of the world's most significant counterparties". Another example was the Celsius bankruptcy. Celsius was a crypto lending platform with 600,000 customers. At its peak, it had almost $20 billion in liabilities. Celsius’s customers stored their Bitcoin, their Ethereum, or their digital tokens using deposits, similar to bank deposits. When Bitcoin dropped dramatically in 2022, the company became insolvent and filed for bankruptcy. Bankruptcy proceedings revealed numerous legal issues, including fraud. David’s Blockchain Recovery Investment Consortium (BRIC) won the role of litigation administrator and crafted a plan focused on returning value to defrauded customers. Working closely with Quinn Emanuel partner Ben Finestone, BRIC’s strategy involved bringing claims against counterparties across the world who had harmed Celsius before it went bankrupt. One of BRIC’s biggest recoveries resulted from a $300 million settlement with Tether. David credits Ben with bringing strong legal claims and strategies to defeat “issues that I don't think have ever been litigated before in crypto.” When working with law firms, success depends on aligning the incentives of the firm and the client, maintaining open communication, and active client involvement in developing legal strategies, especially in complex or novel sectors like cryptocurrencies. Counsel should be both strategically creative and brutally honest about risks. As David said, “that's part of the reason why I love you guys: because you always give me honest feedback.” David also believes that fee structures should prioritize results over billable hours. After the case, all parties should reflect on both wins and losses to continuously improve decision-making. Finally, David and John discuss the evolving legal risk in AI infrastructure, where opaque contracts and fast-changing technology may spark future waves of litigation.
Landmark NMC Restructuring in UAEJohn is joined by Richard East and Karabeth Ovenden, partners in Quinn Emanuel’s London Office. They discuss the unprecedented bankruptcy and restructuring of NMC, the largest healthcare provider in the United Arab Emirates (UAE). Initially listed on the London Stock Exchange and heavily favored by the market, NMC collapsed precipitated by a report by short-seller Muddy Waters raising significant questions about the audited accounts of the company. Ultimately it was revealed that NMC had approximately $6.5 billion in debt, rather than the $2.5 billion that had been disclosed to the market. Over 100 creditors rushed to seize NMC’s assets across the UAE. The absence of a comprehensive UAE bankruptcy framework posed an existential threat to the company, especially because the crisis occurred during the COVID-19 pandemic when NMC facilities were treating a significant portion of the country’s COVID hospitalizations. To address this crisis, a team of QE insolvency litigators initiated administration proceedings first in the UK for NMC’s parent company. However, this did not protect NMC’s UAE-based operating entities. To protect those assets and preserve continuity of care, the QE team adopted the novel strategy of moving 36 NMC operating companies into the Abu Dhabi Global Market (ADGM), a common-law “free zone” jurisdiction within the UAE. This required a sovereign executive order to release existing asset attachments and allow for insolvency proceedings in the ADGM—an unprecedented step in UAE restructuring history. The move faced significant jurisdictional and legal resistance across the various Emirates. Recognition of the ADGM orders in onshore courts was difficult, requiring extensive legal argumentation and government coordination. Once inside the ADGM, the companies could proceed with a complex reorganization plan, culminating in a successful arrangement which obtained support from over 90% of the creditors. The team also navigated criminal investigations, litigated against dissenting creditors, and pursued claims against parties potentially complicit in the fraud.
Largest Copyright Recovery in HistoryJohn is joined by Rachel Geman, partner at Lieff Cabraser Heimann & Bernstein, LLP, and Justin A. Nelson, and Rohit Nath, both partners at Susman Godfrey. They discuss the groundbreaking $1.5 billion copyright class action settlement Rachel, Justin, and Rohit reached with AI company Anthropic on behalf of the authors of copyrighted materials —the largest copyright recovery in history. The case involved Anthropic’s use of over 450,000 copyrighted works—mostly books—sourced from pirated sites like Library Genesis and Z-Library. These works were used to train large language models (LLMs). The case centered on infringing conduct stemming from the download and use of pirated copies of copyrighted works. Judge William Alsup, who presided over the case, found that Anthropic’s downloading of pirated works was “irredeemably wrong” and constituted infringement. He also ruled that using legitimately obtained books to train AI was transformative and, therefore, fair use—a finding the plaintiffs disagreed with. A trial was scheduled but avoided when the parties reached a $1.5 billion settlement shortly after fact discovery closed. The settlement compensates authors and publishers at an average rate of approximately $3,000 per work. The settlement also reflects contractual author-publisher splits and employs a structured claims process overseen by a special master. Under the agreement, Anthropic must also destroy the infringing copies and certify they were not used to train its commercial models. This resolution, the largest known copyright recovery to date, was approved after detailed scrutiny of its fairness and administration.
The Most Famous Startup AcceleratorJohn is joined by Carolynn Levy, Chief Legal Officer of Y Combinator (YC). They discuss YC’s evolution into the world’s most prominent startup accelerator. Some of the famous startups to come out of YC include DoorDash, Airbnb, Stripe, and Coinbase. Carolynn joined YC in 2012. Since then, the organization has grown from a small early-stage investor to a robust platform funding approximately 600 startups annually. In 2012, companies were evaluated in two seasonal “batches,” but YC’s growth now requires having four seasonal batches every year. Each batch now includes approximately 150 startups. Each startup receives $500,000 in seed funding and gains access to a network of alumni, ongoing mentorship, and lifetime support through YC’s internal platform, Bookface. To select the startups, YC evaluates up to 20,000 applications per batch, relying on human review and in-person interviews, where selected applicants receive immediate decisions on whether they will be included in the next batch. The startups included in a batch work on their product for three months. Then, on Demo Day, the founders are given the opportunity to pitch their companies to a room full of investors. That room is now supplemented by online participation for broader reach. In Carolynn’s opinion, strong, resilient, and flexible founders are the most crucial ingredient for a start-up’s success and more important than the idea for the project itself. YC favors entrepreneurs who are focused on product-market fit and is cautious about early-stage founders who are overly preoccupied with legal formalities. Optimism is crucial in the startup world. This has caused Carolynn to shift her mindset from risk-averse legal training to embracing bold innovation. As the Chief Legal Officer of YC, Carolynn leads a team of seven lawyers that handle everything from entity formation and investment paperwork to founder breakups and brand protection. Recently, immigration issues have posed additional challenges due to the global nature of YC’s business. The episode offers a rare inside look at how YC balances legal oversight with startup culture, emphasizing practicality and a deep respect for entrepreneurial vision.
Samsung’s ITC Trade Secret VictoryJohn is joined by Quinn Emanuel partners Dave Nelson and Alex Lasher. They discuss the landmark victory Dave and Alex’s team won for Samsung Display before the U.S. International Trade Commission (ITC) in a trade secrets case against Chinese competitor, BOE Technology Group. The ITC is an independent, quasi-judicial agency of the federal government that, among other duties, adjudicates claims regarding unfair trade practices, including intellectual property infringement. Monetary damages are not available in ITC proceedings. However, the ITC can provide powerful injunctive relief by issuing exclusion orders that stop all infringing products from entering the U.S. at the border. These exclusion orders make the ITC a strategic venue for intellectual property disputes involving imported goods. Although trade secret cases at the ITC are not new, they have become more prominent in the last decade. The ITC process differs significantly from federal court litigation. Proceedings are accelerated and are led by an administrative law judge and a third-party staff attorney who acts as a neutral participant. ITC staff may conduct discovery, cross-examine witnesses, and submit their own briefs, making trial preparation especially complex. There are no juries. This case involved accusations that BOE misappropriated dozens of trade secrets related to OLED display technologies used in phones, TVs, and microdisplays. BOE used these stolen trade secrets to manufacture competing products and import them into the U.S. for several years. Discovery in the case was complicated by both the legal obstacles to taking discovery of a Chinese company and language barriers, with Samsung’s internal documents largely in Korean and BOE’s in Chinese. The team faced additional challenges defining the trade secrets at issue with sufficient specificity early in the case—a prerequisite for discovery. Another major hurdle was proving that Samsung maintained a “domestic industry” in the U.S. worthy of protection under ITC rules—a jurisdictional requirement. Despite these difficulties, the administrative law judge issued a 15-year exclusion order covering all BOE OLED display products, effectively barring them from the U.S. market. The team’s trial efforts were bolstered by a pre-trial sanctions order against BOE for discovery misconduct. The case demonstrates how IP litigation at the ITC can create enormous commercial leverage and underscores the critical role expert testimony and meticulous trial preparation play in high-stakes trade secret disputes.
A Career on the Plaintiffs’ SideJohn is joined by William T. Reid IV, Senior Founding Partner of Reid Collins & Tsai LLP, and author of Fighting Bullies: The Case for a Career in Plaintiff’s Law. They discuss Bill’s view that young lawyers are too often funneled into BigLaw careers before they understand the full range of options available in the legal profession—particularly plaintiffs’ work. The impetus for Bill’s book came from his experience teaching at the University of Texas School of Law and advising students who often expressed frustration at the lack of career guidance and exposure to alternative paths. The law school hiring process, particularly the On-Campus Interview (OCI) process, now often takes place in January of the students’ first year—rather than the fall of the students’ second year. This, Bill believes, is too soon for the students to have meaningful legal experience or career insights. The result is a “conveyor belt” that locks students into BigLaw roles primarily for the salary, often at the expense of passion, fulfillment, and long-term satisfaction. Bill’s book makes the case for the personal and professional rewards of plaintiffs’ practice. He emphasizes that his firm, Reid Collins, generally only brings cases after extensive pre-suit investigation. This selectivity allows him to accept cases he believes in which brings deep meaning and satisfaction to his work. He argues that plaintiffs’ lawyers, especially those focused on commercial and institutional wrongdoing, play a vital societal role by holding wrongdoers accountable, especially when government agencies fail to act. While not every case—or plaintiff’s lawyer—meets a high moral bar, the ability to choose meaningful work and act on principle often leads to a highly satisfying career in law. Finally, John and Bill also discuss the evolution of the legal profession, including how artificial intelligence may reshape law firm structures by increasing efficiency and altering the traditional BigLaw pyramid. These changes may lead to firms pursuing alternative billing structures to traditional hourly billing.
Inside Japan’s Evolving Legal CultureJohn is joined by Hidetaka Mihara, Senior Counsel at Tokyo International Law Office. They discuss three major legal developments in Japan: (1) the criminal and civil litigation arising from the 2011 Fukushima nuclear disaster, (2) the rise of shareholder activism, and (3) Nippon Steel’s acquisition of U.S. Steel. On March 11, 2011, a massive earthquake and ensuing tsunami triggered the Fukushima nuclear disaster. Executives at the company that ran the nuclear power plant had been warned of tsunami risks years before the event, but did not report the risk to the government until days before the earthquake. The trial court found the executives not guilty of criminal negligence reasoning that tsunamis of this size were so rare and the cost of addressing the risk, cutting off electricity to the region while repairs were made, was so high that the company’s delayed report did not amount to negligence. Related civil claims against the government and management were also dismissed, with courts holding that neither breached their obligations under Japanese law. Despite some public criticism, most Japanese have moved on from the tragedy, focusing on rebuilding rather than retribution. The recent rise of shareholder activism in Japan is a notable shift in a culture traditionally averse to corporate confrontation. This rise follows reforms in Tokyo Stock Exchange rules, greater emphasis on corporate governance, and changes in ownership thresholds that empower minority shareholders to propose changes. One example is the Seven & i Holdings case, in which activists pushed for a corporate restructuring. While their proposal failed, their recommendations for improving the company were eventually adopted by management. Although shareholder litigation remains rare in Japan, shareholder proposals and negotiations have become increasingly effective, aided by the gradual unwinding of entrenched cross-shareholding relationships. Finally, Nippon Steel’s acquisition of U.S. Steel which has been politically controversial in the U.S., is widely seen in Japan as a strategic and mutually beneficial partnership. Japan views the acquisition as a way to strengthen both nations’ competitiveness against Chinese and Indian steelmakers. Ultimately, the U.S. government approved the acquisition based, in part, on obtaining “golden share” rights, including the right to block certain potential managerial changes at the company. The conversation reflects how Japan’s legal and corporate culture is gradually adapting to global norms while maintaining its distinct approach to risk, accountability, and trust.
Stablecoins, Crypto, and the Future of Digital RegulationJohn is joined by Avichal Garg, Managing Partner of Electric Capital and Chairman of the Crypto Council for Innovation, and Emily Kapur, Co-Chair of Quinn Emanuel’s Blockchain & Digital Asset Litigation Practice and partner in the firm’s Silicon Valley office. They discuss the complex legal and regulatory landscape surrounding cryptocurrency, digital assets, and the intersection with emerging technologies like AI. The decentralization and autonomy of crypto systems challenges traditional legal concepts. Crypto technology—ranging from permissionless innovation to autonomous systems—raises foundational legal questions about jurisdiction, liability, and personhood, especially when code may function as both speech and money. While early legal battles focused on whether tokens are securities, today’s disputes often focus on jurisdictional issues and cross-border liability for autonomous systems with governance distributed around the world. U.S. dollar-denominated stablecoins, while posing regulatory and competitive challenges, may also be an unparalleled tool for promoting U.S. soft power and economic influence. They can bypass traditional banking systems and reach global users, reinforcing the dollar’s dominance. The recently enacted GENIUS Act provides a framework for regulating stablecoins in the U.S. without imposing restrictive reserve requirements, in contrast to European approaches. The rapid evolution of crypto trading venues—centralized exchanges like Coinbase, decentralized protocols like Uniswap, and traditional financial instruments such as ETFs and digital asset treasuries—highlight the legal uncertainty about which regulatory entities have jurisdiction. The increasing use of Decentralized Autonomous Organizations (DAOs) poses additional challenges under theories that all participants in a DAO are potentially liable as partners in a joint venture. More legal innovation is needed, perhaps even entirely new legal entities or frameworks, to accommodate a future in which autonomous code can hold assets, transact, and potentially commit fraud. Courts may begin to shape precedent in the absence of legislation, but a proactive regulatory approach or legal sandbox might be the key to responsibly managing these potentially disruptive forces. Ultimately, the question is whether the law will domesticate crypto or will crypto force legal innovation?
Inside a $300 Million Earnout DisputeJohn 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.
Making Rain with AIJohn 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.