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To NDA or Not to NDA Your Data Center Proposal?

Fri, 08 May 2026 17:40:04 Z

Cooley partner Mark Looney was quoted in Law360 about the backlash of nondisclosure agreements (NDA) between data center companies and local governments.

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FDA Rolls Out 1-Day Assessment Pilot in Bid to Refocus Inspection Resources

Fri, 08 May 2026 17:35:04 Z

Sonia Nath, partner and chair of Cooley’s global life sciences and healthcare regulatory practice, was quoted in a Fierce Pharma article about the US Food and Drug Administration’s new pilot program that uses one-day inspectional assessments to better target agency resources and streamline oversight, noting that the agency’s move to set clearer expectations may signal increased regulatory scrutiny on inspections.

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Litigator of the Week Runners-Up and Shout-Outs

Fri, 08 May 2026 13:36:31 Z

Cooley lawyers Raymond P. Tolentino and Sahar Atassi earned a shout-out on The American Lawyer’s Litigator of the Week Runners-Up and Shout-Outs list for securing a major victory on behalf of Cooley’s pro bono client Trokon Diahn, after the Court of Appeals for the Fourth Circuit granted his petition for review, vacated his removal order, and remanded his case for further proceedings.

The Cooley team representing Diahn on appeal included partner Raymond P. Tolentino and associate Sahar Atassi, who presented oral argument on behalf of Diahn in the Fourth Circuit.

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Eyewitness Accounts and Recommended Actions to Counter AI’s Strain on Cyber Defense

Fri, 08 May 2026 13:30:39 Z

Cooley partner Michael Egan was quoted in a Cybersecurity Law Report article examining how attackers are using artificial intelligence (AI) to accelerate exploits and refine ransomware tactics, leaving many organizations exposed. Egan noted that many companies lack incident‑response plans for supply‑chain failures, highlighting the importance of identifying vulnerable APIs and external data connections to disable those connections, if needed, during an attack.

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Brown Advisory Strategic Investment in RockCreek

Fri, 08 May 2026 12:12:00 Z

Cooley advised Brown Advisory, a global investment management and strategic advisory firm, on its strategic investment in RockCreek, a leading investment firm specializing in multi-asset and outsourced chief investment officer (OCIO) solutions.

The transaction was publicly announced in the following press release, which can be viewed here.

Deal leads: Mike Lincoln, Brooke Nussbaum, Rita Sobral and Jeffrey Tolin led the Cooley team advising Brown Advisory.

Supporting team: Calvin Lee, Parth Bhatt, Tyler Day, Adam Marks, Evan Burroughs, Steve Flores, Nathaniel Hearn, and Sharon Connaughton provided invaluable support.

Cooley Wins Major Fourth Circuit Victory for Pro Bono Client Trokon Diahn

Thu, 07 May 2026 17:34:58 Z

Washington, DC – May 7, 2026 – Cooley won a major victory on behalf of pro bono client Trokon Diahn after the US Court of Appeals for the Fourth Circuit granted his petition for review, vacated his removal order and remanded his case for further proceedings.

Diahn, now in his early 20s, has lived in the United States since age 2. Born in a refugee camp in Côte d’Ivoire after his parents fled Liberia’s civil war, he grew up in Philadelphia, believing he was a lawful permanent resident through his father’s naturalization. He learned that he lacked permanent status only after being placed in removal proceedings following a criminal conviction that ultimately ordered him removed to Liberia, a country he has never been to.

In its May 5, 2026, ruling, the Fourth Circuit addressed administrative exhaustion and the scope of immigration judges’ obligations in cases involving pro se respondents. The court held that exhaustion turns on substance rather than labels, concluding that Diahn’s brief before the Board of Immigration Appeals sufficiently placed the agency on notice of his claims despite the absence of formal legal language. It also reaffirmed that immigration judges have an affirmative statutory duty to develop the administrative record, particularly where a respondent is detained and unrepresented, and held that failures to do so are presumptively prejudicial. Although the court resolved the case on statutory grounds, it also identified serious due process concerns arising from defective notice and the respondent’s inability to meaningfully present evidence.

Read the decision

The Cooley team representing Diahn on appeal included partner Raymond P. Tolentino and associate Sahar Atassi, who presented oral argument on behalf of Diahn in the Fourth Circuit.

The case is Trokon Diahn v. Todd Blanche, No. 24-2066 (4th Cir. 2026).

Mona Dajani Joins Cooley as Co-Chair of Infrastructure, Energy and Real Estate Group

Wed, 06 May 2026 18:27:00 Z

New York – May 6, 2026 – Cooley today announced the launch of its infrastructure, energy and real estate group along with the addition of Mona Dajani as a partner in the firm’s New York office. Building on Cooley’s decades of experience in the real estate, data center and digital infrastructure sectors – and its long-standing relationships with many of the world’s most innovative technology and AI companies – Dajani’s arrival helps advance the firm’s strategy to offer a fully integrated, multichannel infrastructure platform. She joins John Goldman, who arrived earlier this year as a New York‑based partner.

“Mona adds invaluable expertise to our growing platform,” said Rachel Proffitt, partner and CEO of Cooley. “The infrastructure market is converging where our clients are focused and where the market is heading: toward complex, capital‑intensive infrastructure projects driven by energy, data, AI and digital transformation. We will continue to invest in this space as part of our ambition to build a destination practice for the most capital-intensive infrastructure and energy work.”

Dajani, who will co-chair the new group alongside longtime Cooley real estate and data center partner Michelle Schulman, brings decades of sophisticated transactional experience advising on global energy and infrastructure projects, with a practice spanning project finance and development, mergers and acquisitions, finance, and tax equity. She represents sponsors, utilities, financial institutions, underwriters, private equity funds, infrastructure funds, investment banks, clean technology companies and sovereign wealth funds across the full spectrum of conventional and clean energy assets.

A widely recognized industry global thought leader, Dajani has received numerous accolades from Chambers and Partners, Legal 500, Lawdragon, and other leading publications for her transactional work in clean and alternative energy. She joins Cooley from Baker Botts, where she served as the global co-chair of its energy, infrastructure and hydrogen practice.

“The alignment between my practice and Cooley’s platform was immediately apparent,” said Dajani. “Cooley sits at the intersection of capital, energy and technology, which is exactly where the infrastructure market is moving. I’m energized to work alongside Michelle and the broader team to build an integrated, market‑defining infrastructure, energy and real estate practice to help clients navigate the unprecedented energy and infrastructure investment cycle.”

Dajani added: “Rising power demand is driving a fundamental reallocation of capital into infrastructure and reshaping how energy systems are built and financed. The most valuable assets today sit at the intersection of energy, technology and real estate and require an integrated approach, from site selection through capital deployment.”

Cooley’s clients build, finance, acquire and operate the infrastructure that powers the modern economy. The firm’s infrastructure, energy and real estate group leverages lawyers firmwide to advise on the capital-intensive projects where power, energy, land, regulation, complex structuring and dealmaking converge. Working with the full spectrum of market participants – encompassing top developers, operators, technology companies, financial sponsors, investors and lenders – the team collaborates across the life cycle of digital infrastructure, from site selection, permitting and tax incentives through construction, power procurement, capital raising and structuring, and leasing and operations.

Cooley’s infrastructure, energy and real estate practice spans the transactions defining this market cycle: renewable energy and storage development, data center and digital infrastructure, conventional power generation, grid interconnection, project finance, M&A, and the cutting-edge deal structures at the intersection of AI and energy. The team works across asset classes, investment structures and geographies, bringing the full depth of Cooley’s platform to bear on transactions that move fast and carry significant execution risk. Cooley advances practical, commercially grounded solutions that help clients manage risk, unlock capital and execute complex, large-scale projects efficiently.

Travere Announces Upsized $475 Million Convertible Senior Notes Offering

Wed, 06 May 2026 14:58:00 Z

New York – May 6, 2026 – Cooley advised Travere Therapeutics (Nasdaq: TVTX), a biopharmaceutical company helping patients, families and caregivers of all backgrounds as they navigate life with a rare disease, on its upsized $475 million aggregate principal amount of 0.5% convertible senior notes due 2032. Travere also granted the underwriters of the notes a 30-day option to purchase up to an additional $50 million aggregate principal amount of notes, solely to cover over-allotments. The sale of the notes is expected to close on May 11, 2026, subject to customary closing conditions.

Corporate and securities lawyers Jason Kent, Asa Henin and Alexandria Ashour and debt lawyers Mischi a Marca, Jason Savich and Timothy Nguyen led the Cooley team advising Travere.

Instacart Announces $500 Million Revolving Credit Agreement

Wed, 06 May 2026 13:42:00 Z

San Francisco – May 6, 2026 – Cooley advised Instacart, the leading grocery technology company in North America, on its inaugural $500 million unsecured revolving credit facility, provided by a syndicate of banks led by Morgan Stanley.

Lawyers Michael Tollini, Alexandra Leavy, Winda Fung, Charles Watkins, Jon Avina and Milson Yu led the Cooley team advising Instacart, with support from Jeffrey Tolin, Rebecca Ross, Annie Froehlich and Nyron J. Persaud.

Cooley previously advised Instacart on its $660 million IPO in September 2023, its $325 million fundraising round in July 2020, its $871 million fundraising round in November 2018 and on its $350 million Series E in April 2018.

HawkEye 360 Announces $416 Million IPO

Wed, 06 May 2026 13:32:00 Z

San Francisco – May 6, 2026 – Cooley advised HawkEye 360, the global leader in signals intelligence data and analytics, on its $416 million initial public offering (IPO). HawkEye 360 offered 16 million shares of its common stock priced at $26 per share. In addition, HawkEye 360 has granted the underwriters a 30-day option to purchase up to 2.4 million additional shares. HawkEye 360 will begin trading on the New York Stock Exchange on May 7, 2026, under the ticker symbol HAWK.

Lawyers David Peinsipp, Charlie Kim, Mark Ballantyne, Katherine Denby, Katie Lapidus, Brenna McGuire, Heather McShea and Camille Awono led the Cooley team advising HawkEye 360. The team also included Andrew Lustig, Aaron Binstock, Edward Sniezek, Eric Popp, Megan Coneeny, Tyler Day, Addison Pierce, Tony Lin, J.G. Harrington, Ariane A. Andrade, Megan Drill, Helenanne Connolly, Virat Gupta, Christopher Kimball and Eileen Marshall.

Cooley previously advised HawkEye 360 on the completion of its acquisition of Innovative Signal Analysis, supported by equity and debt financings totaling $150 million in December 2025.

Executive Order Targets Federal Contractors’ ‘Racially Discriminatory DEI Activities’

Wed, 06 May 2026 07:00:00 Z

On March 26, 2026, President Donald Trump issued Executive Order No. 14398 (EO) targeting DEI activities by federal contractors and subcontractors. The EO, titled “Addressing DEI Discrimination by Federal Contractors,” highlights the administration’s belief that some entities, including federal contractors, continue their discriminatory practices through “diversity, equity, and inclusion” (DEI) activities that are sometimes concealed from public view.

To address this, the EO requires federal departments and agencies to add a new, DEI-specific clause to contracts and “contract-like instruments” through which contractors and subcontractors would pledge not to “engage in any racially discriminatory DEI activities” and would agree to “furnish all information and reports, including providing access to books, records, and accounts, as required by the contracting agency … for purposes of ascertaining compliance with [the new] clause.”

Notably, the EO focuses only on “racially discriminatory DEI,” or disparate treatment based only on race and ethnicity, and it does not include other categories protected under federal law, such as sex or gender, which is a departure from the administration’s January 21, 2025, Executive Order No. 14173, which was broader than race-based DEI. However, the EO’s narrowed approach is consistent with the General Services Administration’s recently proposed DEI certification requirement (GSA requirement) for federal financial assistance recipients, which directs recipients to certify compliance with laws prohibiting race and color discrimination, but notably omits sex and other protected categories. While ethnicity and color are two legally distinct protected characteristics, the EO and GSA requirement interestingly take differing approaches on whether to cover each such characteristic, while both address race.

On April 20, 2026, in Nat’l Ass’n of Diversity Officers in Higher Educ. v. Trump, No. 8:26-cv-01532, (D. Md. filed Apr. 20, 2026), five organizations composed of membership organizations and nonprofit trade associations challenged the EO in the US District Court for the District of Maryland. Among other things, the complaint alleges that the EO’s requirement that federal contractors certify that they will not engage in “racially discriminatory DEI activities,” regardless of whether those activities comply with federal antidiscrimination law or are discriminatory, violates the First Amendment. The plaintiffs seek an injunction enjoining enforcement and implementation of the EO, striking any contract language implementing the EO that has been inserted into any federal contract or contract-like instrument, and rescinding any agency implementation directives relating to the EO. While employers should track this and any other legal challenge to the EO, they should continue to prepare to comply with the order until a court rules otherwise.

Key details of the new clause

Under the new clause, contractors must expressly agree to:

Refrain from engaging in any racially discriminatory DEI activities.
Furnish information and reports, including providing access to books, records and accounts, to the extent required by the contracting agency so that it can ascertain the contractor’s compliance with the clause.
In the event of the contractor’s or subcontractor’s noncompliance with the clause, be subject to cancellation, termination or suspension of the contract, and be deemed ineligible for further government contracts.
Report any subcontractor’s “known or reasonably knowable conduct that may violate the clause” to the contracting department or agency, and take any remedial actions if directed by the contracting department or agency.
Inform the contracting department or agency if a subcontractor sues the contractor if such suit implicates the validity of the clause.
Recognize that compliance with the clause is material to the government’s payment decisions for purpose of the False Claims Act (FCA).

The EO defines certain terms, including defining “[r]acially discriminatory DEI activities” broadly as “disparate treatment based on race or ethnicity in the recruitment, employment (e.g., hiring, promotions), contracting (e.g., vendor agreements), program participation, or allocation or deployment of an entity’s resources.” “Program participation” is also defined broadly to mean “membership or participation in, or access or admission to: training, mentoring, or leadership development programs; educational opportunities; clubs; associations; or similar opportunities that are sponsored or established by the contractor or subcontractor.” This array of activities could include employee resource or affinity groups, mentorship programs and diverse recruiting efforts, if access to such activities is limited on the basis of race or ethnicity.

Although the EO does not define “disparate treatment” for EO purposes, disparate treatment is already unlawful under federal, state and/or local anti-discrimination law. Disparate treatment discrimination can occur when a contractor takes race or ethnicity (or any other characteristic protected under applicable law) into account when engaged in any of the activities identified above. For example, the Equal Employment Opportunity Commission’s DEI-related guidance notes that consideration of a protected characteristic does not have to be the exclusive or sole reason for an employment action, or the “but-for” deciding factor for the action, to be unlawful under Title VII.

Penalties for failing to comply with the clause include full or partial cancellation, termination or suspension of the contract. In addition, contracting agencies are directed to “take appropriate action to suspend or debar” contractors or subcontractors for failing to comply. The clause’s requirement that contractors certify materiality is designed to increase the risk of FCA liability by making it easier for the government or a qui tam relator to establish materiality in an FCA case.

Other EO requirements

To support enforcement of the new clause, the EO requires the head of each federal agency to review its implementation of the EO and report on its compliance to the assistant to the president for domestic policy by July 24, 2026. Such agency reviews are also expected to continue on a regular basis thereafter. In addition, the EO actively leverages the FCA by requiring the attorney general (in consultation with relevant contracting agencies) to “consider whether to bring actions under [the FCA] against contractors or subcontractors” for compliance violations, and to “ensure prompt review of civil actions brought by private persons under [the FCA] concerning Federal contracts or subcontracts.”

Furthermore, the EO directs the Office of Management and Budget (in coordination with the attorney general, assistant to the president for domestic policy and chairman of the EEOC) to identify economic sectors that “pose a particular risk of [their] entities engaging in racially discriminatory DEI activities based on current or past conduct,” and to issue “best practices” guidance to contracting agencies for compliance within such sectors.

Expected timing of rule changes and implementation

The EO directs federal agencies to ensure, within 30 days after the date of the EO (or by April 25, 2026) and “to the extent permitted by law,” that contracts and contract-like instruments, specifically including first-tier subcontracts and lower-tier subcontracts, include the new contract clause.

In an aggressive push toward EO implementation, on April 17, 2026, the Federal Acquisition Regulatory (FAR) Council issued implementation guidance to federal agencies. The guidance supplies a new clause at FAR 52.222-90, “Addressing DEI Discrimination by Federal Contractors (APR 2026) (DEVIATION APR 2026)” for inclusion in new or currently open solicitations (along with the resulting contracts), beginning on April 24, 2026, and in existing contracts that are valued over the micro-purchase threshold, including those for commercial products and commercial services, and for which the place of delivery or performance is in the United States.

In relation to existing contracts, the guidance directs agency contracting officers to “make every effort” to bilaterally modify existing contracts by July 24, 2026, and, if a contractor were to refuse the bilateral modification, the agency contracting officer “should consider, whether, absent the modification, the contract no longer meets the agency’s needs and should therefore be terminated for convenience.” The guidance also notes that contracts with a final expiration on or before December 31, 2026, are to be modified at the agency contracting officer’s discretion.

Formal amendment of the FAR to add the new clause to governmentwide regulation is subject to formal rulemaking under the Administrative Procedures Act, including publication in the Federal Register and review by the Office of Information and Regulatory Affairs.

Next steps for federal contractors and subcontractors

At this time, federal contractors and subcontractors should evaluate their existing DEI-related programs, policies and practices to assess whether any DEI activities could be construed as involving disparate treatment based on race or ethnicity (or any other protected characteristic), including incorporating proxies for such protected characteristics. For example, the DOJ cited the use of “unlawful proxies” as one way a DEI program or policy may violate federal anti-discrimination law, in its July 30, 2025, guidance to federal funding recipients. The guidance defined the term as the intentional use of “neutral criteria that function as substitutes for explicit consideration” of protected characteristics like race.

The significant enforcement risk under the FCA was underscored recently by a settlement with IBM Corporation for more than $17 million, the first resolution under the Department of Justice’s Civil Rights Fraud Initiative launched in 2025. The settlement resolved allegations that IBM violated the FCA by failing to comply with anti-discrimination requirements in its federal contracts due to practices the government alleged discriminated against employees and applicants by race, color, national origin and sex. The government alleged, among other things, that IBM took these protected classes into account when making employment decisions, including by using a “diversity modifier that tied bonus compensation to achieving demographic targets,” altering interview criteria though the use of “diverse interview slates,”¹ developing “race and sex demographic goals for business units,” and offering “certain training, partnerships, mentoring, leadership development programs and educational opportunities only to certain employees, with eligibility, participation, access or admission limited on the basis of race or sex.”

Contractors should also review their subcontractor oversight processes to ensure they can satisfy the EO’s reporting obligations with respect to subcontractor conduct that may violate the clause. Given the clause’s express acknowledgment of materiality under the FCA, and in light of the DOJ’s recent settlement, contractors should ensure they also have robust internal complaint reporting mechanisms. Contractors and subcontractors should prepare for the inclusion of the clause in their contracts imminently, including ensuring relevant stakeholders overseeing government contracts are aware of the new requirements. Finally, contractors and subcontractors should monitor forthcoming guidance, as well as individual agency implementation efforts, and keep a close eye on legal challenges filed against the EO.

Note

Not all challenges to “diverse slate” policies will succeed, as outcomes will depend on the specific factual circumstances. In Vaughn v. CBS Broadcasting, Inc. et al., No. 2:24-cv-05570-HDV-RAO (C.D. Cal.), for example, the court recently granted summary judgment for the employer, finding that CBS’s diverse slate policy did not support an inference of pretext where the undisputed evidence established that the employer maintained no numerical goals, mandates, targets or quotas for the relevant position, and the policy applied only to interviewing – not hiring – decisions and expressly required selection of the most qualified candidate. Citing Armstrong v. WB Studio Enterprises, Inc., 2025 WL 3002614, at *1 (9th Cir. Oct. 27, 2025) (unpublished), the court held that the slate policy “did not constitute a race-based reason for hiring other candidates because [it] did not contain any specific instructions or directive on whom to hire,” and that promoting diversity in the interview process alone was “insufficient to create a disputed issue of fact showing that [plaintiff's] termination was a mere pretext for anti-white racial discrimination.”

Core Scientific Acquisition of Polaris for up to $461 Million

Wed, 06 May 2026 07:00:00 Z

Cooley advised Core Scientific, a leader in digital infrastructure for high-density colocation (“HDC”), on its agreement to acquire Polaris DS LLC, which controls 440 megawatts (“MW”) of gross power under an energy agreement with Oklahoma Gas & Electric, for up to $461 million in cash.

The acquisition is part of the company’s multi-tiered strategy to scale its Muskogee, Oklahoma campus to approximately 1.5 gigawatt (“GW”) of gross power, or approximately 1.0 GW of leasable power.

The transaction was announced publicly in the following press release, which can be viewed here.

Lead team: Bill Roegge, Daniel Peale, Josh Holleman, Alanna Zuchelli, Eileen Marshall and Seth Holoweiko led the Cooley team advising Core Scientific.

Supporting team: Asal Yunusov, Calvin Lee, Jeremy Morrison, Sharon Connaughton, Steve Flores, Len Jacoby and Sam Rosenblatt provided invaluable support.

Cooley previously advised Core Scientific on its $3.3 billion aggregate principal amount of 7.750% senior secured notes in April 2026, $1 billion loan facility with Morgan Stanley and JPMorgan Chase Bank in March 2026, $625 million convertible senior notes in December 2024, $460 million convertible senior notes in August 2024 and its merger with SPAC Power & Digital Infrastructure Acquisition Corp. in August 2021.

a16z crypto Announces $2.2 Billion Fund Five

Tue, 05 May 2026 18:31:03 Z

Boston – May 5, 2026 – Cooley advised a16z crypto on the fundraise of its $2.2 billion fifth crypto fund.

Lawyers Matthew Smith, Charles Chen, Randy Coffey, Jeewon Lee, Charles A. Koech, Mara Rosario, Bella Berkley, Jack Edwards, Stephanie Gentile, Aalok Virmani, Stacey Song, Meredith Ashlock and Hardy Zhou led the Cooley team advising a16z crypto.

FDA Expectations Create Potential Friction in New Form 483 Response Guidance

Mon, 04 May 2026 20:45:12 Z

Sonia Nath, partner and chair of Cooley’s global life sciences and healthcare regulatory practice, was quoted in a Fierce Pharma article about the US Food and Drug Administration’s new draft guidance on Form 483 responses, noting that the level of detail and speed of submissions may create some tension that she urged manufacturers to address during the public comment period.

Read the article

Sprinklr Wins New York Federal Court Dismissal of Securities Class Action

Mon, 04 May 2026 20:29:00 Z

San Diego – May 4, 2026 – Cooley secured a dismissal for its client Sprinklr (NYSE: CXM), an AI-native software platform for customer experience management, in a securities class action before the US District Court for the Southern District of New York.

The lawsuit had challenged Sprinklr’s strategy of shifting staff and resources from its long‑standing Core Suite products to its newer contact‑center‑as‑a‑service (CCaaS) platform, Sprinklr Service, and alleged that the company did not properly inform investors about this shift or its risks. The case followed stock‑price declines after Sprinklr disclosed in December 2023 that its CCaaS push had slowed Core Suite progress and, in June 2024, withdrew a long‑term revenue projection.

On March 17, 2025, Cooley moved to dismiss, explaining that Sprinklr had repeatedly described its investment in CCaaS, the competitive and operational risks of entering that market, and its expectations for subscription‑based revenue. The motion further argued that the complaint did not show that Sprinklr intended to mislead investors, noting among other things that the company’s CEO did not sell any stock during the period at issue and that Sprinklr repurchased more than $130 million of its own shares—conduct inconsistent with an effort to deceive the market.

On March 31, 2026, Judge Lorna Schofield granted Sprinklr’s motion to dismiss the lawsuit. The court held that the plaintiffs had not demonstrated plausible basis to infer intentional wrongdoing and that the challenged statements were accurate in context, already disclosed, too general to support liability, or protected as forward‑looking statements. While courts often allow investors to revise their complaints after an initial dismissal, Judge Schofield instead directed the plaintiffs to first explain how they could fix the problems the court identified.

On April 21, the plaintiffs declined to amend, ending the case after a single round of briefing on the motion to dismiss.

The Cooley team representing Sprinklr was led by Koji Fukumura with Sarah Topol Egoul and Trevor O’Bryan.

Read the order

The case is In re Sprinklr, Inc. Securities Litigation, Case No. 1:24-cv-06132.

Haun Ventures Raises $1 Billion Fund II

Mon, 04 May 2026 18:23:00 Z

Boston – May 4, 2026 – Cooley advised Haun Ventures, an investment firm that invests at the frontier of money, markets and assets, on its raise of $1 billion in new funds to continue partnering with the founders who are building this new economy.

Lawyers Matthew Smith, Charles Chen, Aalok Virmani, Stephanie Gentile, Stacey Song, Randy Coffey, Jeewon Lee, Bella Berkley, Hardy Zhou and Meredith Ashlock led the Cooley team advising Haun Ventures.

Money Transmission & Developer Liability

Mon, 04 May 2026 17:48:00 Z

Cooley partner Brian Klein appeared on the Law of Code podcast where he discussed the motion for aquittal for his client Roman Storm, co-founder of Tornado Cash, and next steps in the matter.

Listen to the show

Entrepreneurs Flocked to Colorado. Now Red Tape Is Driving Some Away

Mon, 04 May 2026 16:35:42 Z

Cooley partner Sean Quinn was quoted in a Wall Street Journal article about Colorado’s heightened regulatory pressures, noting that lawmakers recently introduced a slimmer artificial intelligence (AI) bill, reflecting broader US priorities that tend to favor AI development over heavy regulation.

Read the article (subscription required)

Cooley Welcomes Norm Armstrong as Chair of Global Antitrust and Competition Practice

Mon, 04 May 2026 16:30:00 Z

Washington, DC – May 4, 2026 – Today, Cooley announced that Norm Armstrong Jr. has joined as a partner and chair of its global antitrust and competition practice. Based in the firm’s Washington, DC, office, Armstrong brings decades of sophisticated experience in enforcement priorities, deal execution and cross-border antitrust matters from tenures within the highest levels of government and private practice.

A former deputy director of the Federal Trade Commission’s Bureau of Competition, Armstrong advises clients on high‑stakes mergers and acquisitions, joint ventures and other strategic transactions, as well as complex government investigations and antitrust litigation. His arrival underscores Cooley’s continued commitment to expanding its global, cross-departmental antitrust and competition offering to help clients navigate complex and evolving regulatory regimes.

“Norm is a seasoned talent and an exceptional addition to our antitrust and competition practice,” said Rachel Proffitt, Cooley partner and CEO. “His arrival meaningfully advances our goal of operating as a fully integrated global platform, strengthening our ability to help clients manage regulatory risk and pursue transformative transactions amid a rapidly shifting global competition landscape.”

“Cooley’s reputation for sophisticated deal work, combined with its deeply collaborative culture, was a major draw for me,” said Armstrong. “I’m excited to join a team that consistently delivers innovative, practical solutions for clients and highly motivated by the opportunity to lead a truly market‑defining antitrust and competition practice.”

Armstrong has advised public companies and financial-sector clients on high-value transactions and represented prominent institutions in complex antitrust litigation. At the FTC, Armstrong was among the agency’s most senior antitrust officials, overseeing merger and conduct investigations across healthcare, technology, pharmaceuticals, retail, consumer goods, energy and entertainment. He worked on landmark matters and litigation before the FTC, Department of Justice, and federal and state courts. Armstrong joins Cooley from Kirkland and Ellis.

Cooley’s antitrust and competition practice – recognized by Chambers USA, The Legal 500 and Global Competition Review – handles all aspects of antitrust and competition law matters, including counseling, M&A, government investigations and litigation. Working for some of the most disruptive enterprises in the modern economy, from emerging companies to Fortune 500 corporations, the team regularly steers clients through regulatory review of bet-the-company transactions, government investigations and high-stakes litigation.

Cooley Recognized at ALB China Law Awards 2026

Mon, 04 May 2026 15:57:50 Z

Shanghai, Beijing and Hong Kong – Cooley was recognized by Asian Legal Business (ALB) in its annual China Law Awards series, which honors the exceptional achievements of private practitioners and in-house teams across China.

The firm was honored as Private Equity Law Firm of the Year – International.

View the full list of winners

The awards were presented at an awards ceremony in Beijing. ALB had shortlisted the firm for work in seven award categories.

Cooley’s Beijing, Hong Kong and Shanghai offices represent a growing number of China’s most innovative and dynamic tech and life sciences companies, advising them from formation through financing and exit. The teams’ in-depth subject matter knowledge and transactional prowess enable the firm to handle a raft of corporate, finance, M&A and capital markets work for international and China-based high-tech and life sciences entities engaged in inbound and outbound endeavors.

Virginia Requires Severance or Other Monetary Payment to Enforce Noncompetes for Discharged Employees

Mon, 04 May 2026 15:36:59 Z

Effective July 1, 2026, Virginia has amended its noncompete statute to prohibit enforcement of a noncompete against an employee discharged without cause unless the employer provides “severance benefits or other monetary payment.” The amendment – SB 170 – applies to agreements entered into, amended or renewed on or after July 1, 2026, and does not apply retroactively.

Existing Virginia noncompete law

Virginia currently restricts noncompete agreements for “low-wage employees,” defined as those whose average weekly earnings are below the Commonwealth’s average weekly wage (currently $1,507 per week, or $78,364 annually), and, as of July 1, 2025, employees entitled to overtime compensation under the Fair Labor Standards Act (FLSA), regardless of their earnings.

The amendment does not change the statutory definition of a noncompete, which covers any provision that “restrains, prohibits, or otherwise restricts an individual’s ability, following the termination of the individual’s employment, to compete with his former employer.” Notably, the existing law provides that a noncompete does not “restrict an employee from providing a service to a customer or client of the employer if the employee does not initiate contact with or solicit the customer or client.” In a recent case, Sentry Force Security, LLC v. Barrera, the Virginia Court of Appeals clarified the scope of this exception, holding that customer nonsolicitation provisions fall outside the statute and remain enforceable against low-wage employees, but that employee nonsolicitation provisions may constitute noncompetes subject to the statute’s restrictions.

Amended law

SB 170 requires employers to provide “severance benefits or other monetary payments” to enforce a noncompete against an employee discharged without cause. Employers must disclose the severance benefit or other monetary payment at the time the noncompete is executed. Notably, the terms “severance benefits,” “monetary payments” and “cause” are undefined, and the law does not specify a minimum payment amount or form of severance.

The new requirement applies in addition to the existing low-wage threshold restriction. Moreover, because Sentry interpreted employee nonsolicitation clauses as constituting noncompetes, and because SB 170 does not alter this framework, employers should also consider whether severance or other monetary payments may be required to enforce employee nonsolicitation provisions.

The amendment also extends the private right of action – previously limited to low-wage employees – to all employees, permitting any employee to now bring a civil action against a former employer that attempts to enforce a noncompete in violation of the statute. An action must be brought within two years of the latest of the date the noncompete was signed, the date the employee learns of the noncompete, the date of termination, or the date the employer takes any step to enforce the noncompete.

Notably, the law does not restrict nondisclosure agreements protecting trade secrets, proprietary information or confidential information. Employers that violate the law are subject to civil penalties of $10,000 per violation. In addition, employers must post a copy of the statute, or a state-approved summary, alongside other required workplace notices. Failure to post can result in a written warning for the first violation, a penalty of up to $250 for the second and up to $1,000 for each subsequent violation.

Next steps

In advance of the July 1, 2026, effective date, Virginia employers should take the following steps:

Review and update noncompete (and nonsolicitation) provisions: Employers should ensure they include disclosures of any severance or monetary payment that will be provided upon termination, as well as consider providing a definition of “cause” within such agreements.
Evaluate termination practices: Employers should ensure procedures for providing severance or monetary payments are in place, and that employee separations are appropriately recorded and documented as “for cause” or “not for cause.”
Review employee classifications: Employers should review and confirm employee classifications as nonexempt or exempt from the FLSA to mitigate misclassification liability and liability under Virginia’s noncompete law.
Update workplace postings: Employers should update their workplace postings to include the newly required provisions.
Train HR and management teams: Human resources and management teams should be trained on the amended law to ensure they are clear about the law’s restrictions on entering into, enforcing or threatening to enforce a noncompete in violation of the law.

Candid Therapeutics Acquired by UCB for up to $2.2 Billion

Mon, 04 May 2026 13:19:46 Z

Cooley advised Candid Therapeutics, a clinical-stage biotechnology company redefining the treatment of autoimmune and inflammatory diseases through novel T-cell engagers (TCEs), on its agreement to be acquired by UCB, a global biopharmaceutical company, for up to $2.2 billion.

The transaction was announced publicly in the following press release, which can be viewed here.

Lead team: M&A lawyers Rama Padmanabhan, Lindsey O’Crump and Rajdeep Bains and corporate lawyers Carlos Ramirez and Charlie Kim led the Cooley team advising Candid Therapeutics.

Supporting team: Jenny Ge, Brittany Wightman, Sharon Connaughton, Stephanie Gentile, Todd Gluth, Alessandra Murata, Marya Postner, John Forrest, Joanna Zhang and John DelMastro provided invaluable support.

Cooley previously advised Candid Therapeutics on its now terminated reverse merger with Rallybio in early 2026, as well as its $370 million debut capital raise and three-way merger with Vignette Bio and TRC 2004 in 2024.

How AI Will Change Services

Fri, 01 May 2026 18:37:02 Z

Rachel Proffitt, Cooley partner and CEO, was quoted in a Semafor column about how artificial intelligence (AI) can be used to shift Big Law away from traditional billable‑hour pricing toward value and outcomes‑based models.

Read the article

Virginia Enacts Paid Family and Medical Leave Insurance Program

Fri, 01 May 2026 07:00:00 Z

In late April 2026, Virginia enacted a new Paid Family and Medical Leave Insurance Program (PFML). Like many other state paid family and medical leave programs, Virginia’s PFML will be funded through payroll contributions paid by employers and employees, with rates set annually by the Virginia Employment Commission (VEC). Payroll contributions begin April 1, 2028, and benefit payments begin December 1, 2028.

Key details of the new law are described below.

Contributions and funding

The program is funded through employer and employee payroll contributions. Employers with 11 or more employees must remit the full per-employee contribution to the state; such employers may deduct from each employee’s wages up to 50% of the per-employee contribution (or a lesser percentage as may be agreed upon with the employee). Employers with 10 or fewer employees must deduct from each employee’s wages 50% of the per-employee contribution rate applicable to larger employers and remit that amount to the state, with no additional employer contribution required. Deductions may not reduce an employee’s wages below the applicable minimum wage. Contribution rates will be set by the VEC no later than October 1, 2027, and annually thereafter.

Benefit amounts

The weekly benefit amount is 80% of the employee’s average weekly wages, subject to a statutory maximum. Employees may take leave on an intermittent schedule, with benefits prorated accordingly. Employees taking leave on an intermittent schedule are required to make reasonable efforts to avoid undue disruption to business operations when scheduling PFML leave.

Coverage

Beginning December 1, 2028, covered employees may take up to 12 weeks of paid leave for the following reasons:

Caring for a new child during the first year after birth, adoption or placement of the child through foster care.
Caring for a family member with a serious health condition.
Addressing the employee’s own serious health condition that prevents them from performing their job functions.
Caring for a covered service member who is the covered individual’s next of kin or other family member.
Qualifying exigency leave arising from a family member’s active duty service or call to active duty in the Armed Forces.
Seeking safety services, such as legal or law enforcement assistance, medical treatment, relocation, and home security services for the covered individual or a family member, related to domestic violence, harassment, sexual assault or stalking. Leave taken for this reason is capped at four weeks per benefit year.

“Serious health condition” means an illness, injury, impairment, pregnancy, recovery from childbirth, or physical or mental condition involving inpatient care or continuing treatment by a healthcare provider. “Family member” includes a child, grandchild, grandparent, parent, sibling, spouse or domestic partner (including step, foster or adopted relationships), as well as any individual who regularly resides in the employee’s home or where the relationship creates an expectation that the employee care for such individual, and who depends on the employee for care. The definition does not include an individual who simply resides in the home with no expectation that the employee care for the individual.

Employer notice obligations

Employers must provide written notice to each employee at hire, annually, and when the employee requests PFML or when the employer “acquires knowledge of an employee’s intent to take [PFML].” The notice must address:

The employee’s right to benefits and how they may be used
Benefit amounts
Claims procedures
Job protection and benefits continuation rights
Anti-discrimination and anti-retaliation protections
The right to file a complaint

Employers must also display a VEC-provided poster in a conspicuous location in English, Spanish and any language spoken as a first language by at least 5% of the workforce.

Job restoration and benefits continuation

Employees employed for at least 120 days before taking PFML are entitled to restoration to the same or an equivalent position upon return, including equivalent seniority, status, pay, benefits, and other terms and conditions of employment, including fringe benefits and service credits upon return from leave. Employers must also maintain healthcare benefits during leave.

Anti-discrimination and anti-retaliation protections

Employers may not discriminate or retaliate against employees for filing, applying for or using benefits; communicating an intent to file a claim or complaint; assisting in any investigation; or informing others of their PFML rights. Protections extend to good-faith, but mistaken, allegations of violations.

Coordination with FMLA and private plans

As with other state programs, leave taken under the PFML program that also qualifies under the federal Family and Medical Leave Act (FMLA) will run concurrently with PFML leave. Employers may apply to the VEC to satisfy their PFML obligations through a private plan offering equal or greater benefits. Approval must be renewed every two years, with disclosure of benefit changes and payment of a fee

Enforcement and liability

Employers that violate job restoration, benefit continuation or anti-retaliation obligations may be liable for:

Lost wages, benefits or other compensation (or actual monetary losses up to 12 weeks of wages)
Interest
Equal liquidated damages, unless the employer proves a good-faith violation

Courts may also order equitable relief, including reinstatement and promotion.

Next steps

Employers should audit current leave policies against the new requirements and determine whether to participate in the state program or pursue a private plan. Handbooks and leave policies should be updated to reflect the law, including FMLA coordination language. Employers should also prepare the required notice and stay tuned for the VEC-provided workplace poster. HR teams and managers should be trained on the new obligations, including anti-retaliation protections. Finally, employers should also monitor VEC rulemaking, as implementing regulations must be promulgated by April 1, 2028.

If you have questions about the PFML, please contact the Cooley employment team or one of the lawyers listed below.

Cue Biopharma Expands Pipeline With Exclusive License From Ascendant Health Sciences Ltd.

Thu, 30 Apr 2026 18:53:00 Z

San Francisco – April 30, 2026 – Cooley advised Cue Biopharma (Nasdaq: CUE), a clinical-stage biopharmaceutical company developing a novel class of therapeutic biologics to selectively engage and modulate disease-specific T cells for the treatment of autoimmune and inflammatory diseases, on its exclusive license agreement with Ascendant Health Sciences Ltd. (Ascendant Health) to develop, manufacture and commercialize Ascendant-221, a Phase 2 clinical stage anti-IgE monoclonal antibody for the treatment of allergic diseases.

Under the terms of the license agreement, Cue was granted global rights excluding mainland China, Hong Kong, Macau and Taiwan to develop and commercialize Ascendant-221. As consideration for the license, Cue will pay Ascendant Health a $15 million upfront license fee, followed by up to an aggregate of $676.5 million in additional potential payments upon the achievement of various development, regulatory and commercial milestones, and tiered royalties on future sales of Ascendant-221.

Lawyers Stephen Abreu, Div Gupta and Emily Mason led the Cooley team advising Cue.

Cooley and BIICL Launch ‘Technology Based Disputes and Investment Treaty Arbitration’ Report

Thu, 30 Apr 2026 16:49:00 Z

Cooley collaborated with the British Institute of International and Comparative Law (BIICL) to launch the study, “Technology‑Based Disputes and Investment Treaty Arbitration,” on Tuesday, March 10, 2026.

The launch event brought together practitioners, academics and industry professionals to explore how emerging technologies are reshaping investment treaty arbitration, and to discuss the key findings and implications of the research.

Read the final report.

Watch a recording of the launch event.

What Teva v. Eli Lilly Means for Written Description and Enablement of Method-of-Use Patents

Thu, 30 Apr 2026 14:17:00 Z

On April 16, 2026, the US Court of Appeals for the Federal Circuit issued a precedential decision in Teva Pharmaceuticals International GmbH v. Eli Lilly and Company, No. 2024-1094 (Fed. Cir. Apr. 16, 2026), reversing the district court’s grant of judgment as a matter of law that the asserted claims lacked adequate written description and enablement under 35 USC § 112.ⁱ The Federal Circuit found that the district court applied an overly stringent standard that failed to account for the well-established background knowledge in the field and the specific nature of the claimed invention as a method of treatment.ⁱⁱ Previously, Lilly successfully challenged Teva’s related composition of matter patents claiming the same genus of humanized anti-CGRP antibodies in inter partes review proceedings that were affirmed by the Federal Circuit.

The technology and patents at issue

Calcitonin gene-related peptide (CGRP) is a neuropeptide associated with migraines, and blocking CGRP signaling through antagonist antibodies has become an important therapeutic approach. Anti-CGRP antagonist antibodies can be made in mice, and “humanization” refers to the process of converting nonhuman antibodies into a form that the human immune system will not reject, resulting in “humanized” antibodies.ⁱⁱⁱ Teva’s patents (sometimes referred to as the “headache patents”) claim a method for treating headaches by administering any humanized monoclonal anti-CGRP antibody.^iv Expert testimony indicated that a very large number of antibodies would need to be screened in order to identify those that could antagonize CGRP.^v

While there were no humanized versions of anti-CGRP antagonist antibodies in the prior art, it was undisputed that the prior art was “replete with exemplary disclosures of anti-CGRP antagonist antibodies,” techniques for making such antibodies were “extensively described in the prior art,” and humanization “was a well-established and routine procedure.”^vi Lilly itself made those same points in arguing obviousness during the earlier inter partes review proceedings against Teva’s anti-CGRP antibody patents.

The Teva headache patents disclosed only one exemplary humanized anti-CGRP antagonist antibody, referred to as “G1,” but also disclosed several mouse (murine) anti-CGRP antagonist antibodies. The specification also states that “anti-CGRP antagonist antibodies may be made by any method known in the art” and referenced established prior-art methods for humanizing antibodies.”^vii Based on the data in the specification and the testimony heard at trial, the district court acknowledged that a jury could have found “that a person of ordinary skill would have … understood from the specification that all humanized anti-CGRP antagonist antibodies would treat headache.”^viii

Written description: Using a well-known genus as part of a different invention

The written description requirement demands the specification demonstrate that the inventor was “in possession” of the claimed invention as of the filing date. According to the Federal Circuit’s en banc decision in Ariad Pharmaceuticals, Inc. v. Eli Lilly & Co,^ix generally, a genus can be disclosed by either “a representative number of species falling within the scope of the genus” or “structural features common to the members of the genus so that one of skill in the art can ‘visualize or recognize’ the members of the genus.”

In life sciences, where genus claims may encompass vast numbers of compounds, this can be a daunting standard. For example, the Federal Circuit invalidated genus claims for lack of written description in AbbVie Deutschland GmbH v. Janssen Biotech, Inc.^x (disclosing more than 300 exemplary antibodies) and Juno Therapeutics, Inc. v. Kite Pharma, Inc.^xi (disclosing two embodiments from a known class; “Even accepting that scFvs were known and that they were known to bind, the specification provides no means of distinguishing which scFvs will bind to which targets.”).

In Teva, the court acknowledged the Ariad written description standard, but then pivoted to “analyzing written description in circumstances like those here—where a claim pertains to a well-known genus that is not, itself, the invention.”^xii

The court started with Ajinomoto Co. v. International Trade Commission – the only binding precedent in this part of the court’s analysis that post-dates Ariad – for the proposition that the specification could be “read in light of the background knowledge in the art” to find a representative number of species, where the genus “was already well explored,” techniques for producing the relevant functionality were “well known,” and those “well-known techniques” were not the core invention.”^xiii

The court then turned to In re Herschler, a case from 1979 that in turn relied heavily on the reasoning from a 1963 plurality opinion from In re Fuetterer for the proposition that an inventor does not necessarily need to identify every member of a genus that is not, itself, the invention.^xiv In a footnote, the court quoted a more recent case from the US District Court for the Eastern District of Texas, Erfindergemeinschaft UroPep GbR v. Eli Lilly & Co., to emphasize that “when a genus is well understood in the art and not itself the invention but is instead a component of the claim, background knowledge may provide the necessary support for the claim.”^xv

Applying those cases, the court concluded that a reasonable jury could find that:

The claimed invention was the use of anti-CGRP antagonist antibodies to treat headache, not the antibodies themselves.
Nonhumanized anti-CGRP antagonist antibodies and methods of humanization were well-established in the art.
The specification could have led a skilled artisan to understand that all humanized anti-CGRP antagonist antibodies would treat headache.^xvi

Notably, the court found this conclusion was supported, in part, by Lilly’s own statements during inter partes review proceedings in which it successfully challenged Teva’s anti-CGRP antibody claims as unpatentable.^xvii

Lilly argued that humanized anti-CGRP antibodies were not known in the prior art at all (much less well-known), and that murine antibodies could not be representatives of a humanized antibody genus.^xviii In rejecting that argument, the court reasoned that the jury could find humanization was a routine step, and that the specification explicitly disclosed humanization and identified prior-art methods for accomplishing it.^xix Thus, the court effectively accepted a single representative humanized antibody, combined with murine antibodies, and the “routine” process of humanization, as demonstrating possession of the entire genus of humanized anti-CGRP antibodies.

The court also rejected Lilly’s reliance on University of Rochester v. G.D. Searle and Ariad because the patents in those cases did not disclose any compounds that could be used in the claimed methods, nor was there any evidence that such compounds were known.^xx By contrast, the specification in Teva included one example that could be produced from a well-known class of antibodies using a routine procedure, along with data that a skilled artisan would understand to show that any humanized anti-CGRP antibody would be effective for the claimed method of treatment.^xxi

Enablement: Claim scope defined by specific use

As with written description, the standard for enablement of genus claims in life sciences cases has been demanding. The US Supreme Court’s unanimous decision in Amgen Inc. v. Sanofi reinforced that a patentee claiming an entire class of compositions “must enable a person skilled in the art to make and use the entire class” (emphasis added).^xxii Applying this principle, the Federal Circuit found a lack of enablement for genus claims in Baxalta Inc. v. Genentech, Inc.^xxiii and Idenix Pharms. LLC v. Gilead Scis. Inc.^xxiv

The Teva court reiterated the foundational principle that the specification must teach persons of ordinary skill in the art to make and use the full scope of the claimed invention without undue experimentation, and that the scope of enablement must be commensurate with the scope of the claim.^xxv However, the court went on to distinguish Amgen and Baxalta by characterizing Teva’s claims as narrow in functional scope, as opposed to claiming the entire antibody genus “for any and all purposes.”^xxvi Rather, the Teva claims covered only the use of humanized anti-CGRP antagonist antibodies to treat headaches.^xxvii

The court reasoned that, in light of the well-known status of anti-CGRP antibodies and the routine nature of humanization, the only determination a person of skill would need to make is which humanized anti-CGRP antagonist antibodies treat headache.^xxviii That determination was already made, because a reasonable jury could have found that all humanized anti-CGRP antagonist antibodies work for that specific therapeutic purpose.^xxix As a result, unlike Amgen and Baxalta, a practitioner did not need to identify and screen vast numbers of candidate antibodies to determine which ones are effective for treating headache, as the answer was effectively already known. In other words, even assuming in Lilly’s favor that making all anti-CGRP antagonist antibodies would require screening a very large number of candidates, and that the time and expense of doing so could constitute undue experimentation, such experimentation would not be required.^xxx

The court also distinguished Idenix on its record, noting that while the evidence in Idenix did not support a finding that all members of the claimed genus would be effective for the claimed therapeutic use, in the Teva case, Lilly did not dispute that the jury could have found that all humanized anti-CGRP antagonist antibodies treat headache.^xxxi

Conclusion

The Federal Circuit’s decision in Teva v. Eli Lilly introduces an important distinction between claims directed to a novel genus of compounds and claims directed to the use of a well-known genus for a specific therapeutic purpose. Practitioners should carefully consider how this framework may affect the drafting, defense and challenge of method-of-use and genus claims in the pharmaceutical and biotechnology space.

Notes

Teva Pharms. Int’l GmbH v. Lilly, No. 2024-1094, slip op. at 2 (Fed. Cir. Apr. 16, 2026).
Id. at 13 – 14, 22 – 24.
Id. at 2 – 3.
Id. at 3 – 4 (“a method for reducing incidence of or treating headache in a human, comprising administering to the human an effective amount of an anti-CGRP antagonist antibody, wherein said anti-CGRP antagonist antibody is a … humanized monoclonal antibody.”)
Memorandum and Order, Teva Pharms. Int’l GMBH v. Eli Lilly and Co., 18-cv-12029-ADB, ECF No. 695 at 24 (D. Mass. Sept. 26, 2023) (hereinafter D.Ct. Order) (“[T]he jury could only have found that (1) there are a very large number of antibodies that would need to be screened in order to identify those that could antagonize CGRP, … and (2) the size of the genus, i.e., the number of anti-CGRP antagonist antibodies that could be humanized and treat headache, was “unknowable,” and thus not necessarily very large or small.”) (record citations omitted); see also Teva Pharms., No. 2024-1094, slip op. at 21 – 22 (Federal Circuit assuming a “very large number of candidate antibodies”).
Teva Pharms., No. 2024-1094, slip op. at 4, 13 – 14.
Id. at 3, 13.
Id. at 5 (see also D.Ct. Order at 25 (“That said, the jury could have credited testimony that a POSA would understand … that all humanized anti-CGRP antagonist antibodies would treat headache.”))
Ariad Pharms., Inc. v. Eli Lilly & Co., 598 F.3d 1336 (Fed. Cir. 2010).
AbbVie Deutschland GmbH v. Janssen Biotech, Inc., 759 F.3d 1285 (Fed. Cir. 2014).
Juno Therapeutics, Inc. v. Kite Pharma, Inc., 10 F.4th 1330, 1336 (Fed. Cir. 2021).
Teva Pharms., No. 2024-1094, slip op. at 9.
Id. at 9 – 10 (citing Ajinomoto Co. v. International Trade Commission, 932 F.3d 1342, 1346-47 (Fed. Cir. 2019).
Id. at 10 – 11 (citing In re Herschler, 591 F.2d 693 (CCPA 1979) and In re Fuetterer, 319 F.2d 259 (CCPA 1963).
Id. at 12 n.11 (citing Erfindergemeinschaft UroPep GbR v. Eli Lilly & Co., 276 F. Supp. 3d 629, 648 (E.D. Tex. 2017) (Bryson, J., sitting by designation), aff’d, 739 F. App'x 643 (Fed. Cir. 2018)) (nonprecedential).
Id. at 12 – 14.
Id. at 4, 12 – 13.
Id. at 14.
Id. at 14 – 15.
Id. at 16 – 17 (citing University of Rochester v. G.D. Searle & Co., 358 F.3d 916, 918 (Fed. Cir. 2004) and Ariad, 598 F.3d at 1341, 1355-58).
Id. at 16 – 17.
Amgen Inc. v. Sanofi, 598 U.S. 594, 610 (2023).
Baxalta Inc. v. Genentech, Inc., 81 F.4th 1362 (Fed. Cir. 2023).
Idenix Pharms. LLC v. Gilead Scis. Inc., 941 F.3d 1149, 1153 (Fed. Cir. 2019).
Teva Pharms., No. 2024-1094, slip op. at 21.
Id. at 22.
Id.
Id. at 23.
Id; see D.Ct. Order at 25.
Id. at 22 – 23.
Id. at 24.

Who’s Got That Kind of Time: SEC Shortens Tender Offer Window for Equity Awards in Certain Circumstances

Thu, 30 Apr 2026 07:00:00 Z

On April 16, 2026, the Securities and Exchange Commission (SEC) issued relief permitting certain types of tender offers to remain open for only 10 business days, cutting in half the prior general requirement of 20 business days. This alert explores what this relief means for companies navigating the tender offer rules involving equity incentive compensation awards.

Background on tender offers

A “tender offer” is an opportunity for security holders to “tender” – i.e., sell – their security at a fixed price. Tender offers are typically structured in one of two ways:

As a company-led “self-tender” where the company offers to buy back securities.
As an investor-led “third-party tender” where an investor looks to take or increase a position in company securities.

While the SEC does not precisely define the term “tender offer,” it does prescribe many complex technical requirements governing tender offers. One of the simpler requirements was that the offer to purchase must stay open for at least 20 business days from the date of announcement of the offer.

What the SEC relief does

In basic terms, the relief shortens the time a tender offer must remain open to 10 business days from 20 – but subject to certain important conditions. As with the tender offer rules generally, most of those conditions are complicated, technical and outside the scope of this alert. For equity incentive awards, three notable conditions are:

The consideration offered must consist solely of cash.
For private companies, the relief is available only for self-tenders, not for third-party tenders.
For public companies, third-party tenders must be conducted pursuant to a negotiated merger or other business combination agreement and be for all of the securities of the particular class.

What this means for equity award tenders

Because of the conditions attached to the reduced 10-day tender period, the SEC relief should generally work in favor of companies, but it is limited. For both private and public company equity award tender offers, the 10-day window is effectively limited to company self-tenders for cash. Notably, it does not apply to tender offers in connection with repricings, modifications or option exchanges – areas where incentive equity compensation often implicates the tender offer requirements.

In the right circumstances – for instance, an option award buyback – a company will now be able to launch and close a cash tender offer more quickly than has been the case in the past, and can do so without inadvertently disqualifying options intended to qualify as incentive stock options.

Two caveats to note:

First, because of the procedure used to grant the relief, it may be revoked by the SEC at any time.
Second, and more importantly, the tender offer rules remain a highly technical and complicated thicket requiring great care to successfully navigate.

Cooley’s compensation and benefits group has extensive experience leading companies through the tender offer process in connection with equity awards, and can help you determine whether and how this relief can be used to streamline your company’s equity award tenders.

$1B Benchmark: US Firms' Quest for UK Growth Marches On Year-on-Year

Wed, 29 Apr 2026 19:54:00 Z

James Maton, co-partner in charge of Cooley’s London office, was quoted in a Law.com article about the consistent revenue growth of US-founded firms in London over the past three years. Cooley’s London office has maintained a steady growth trajectory driven by its focus on technology and life sciences, with Maton emphasizing the firm’s view of the UK as a gateway for international services.

Read the article (subscription required) >

Align Ventures Invests in Scout AI’s Oversubscribed $100 Million Series A

Wed, 29 Apr 2026 18:17:00 Z

Santa Monica – April 29, 2026 – Cooley advised Align Ventures, a venture fund investing in technologies and consumer brands, on its participation as a co-lead in Scout AI’s oversubscribed $100 million Series A financing, to accelerate development of Fury, its foundation model for unmanned warfare. Draper Associates co-led this round alongside Align Ventures, with additional participation from Decisive Point, Booz Allen Ventures, BVVC, Neman Ventures, Evolution VC Partners, Heraclitus Capital Management, Sigmas Group, Disruptive Founders Fund and Vaughn Capital Partners.

Lawyers Dave Young, James Allen, Leila Kazerouni, Gabby Renauld, David Selden, Christopher Kimball, Erin Estevez and Rebecca Ross led the Cooley team advising Align Ventures.

Cooley previously advised Align Ventures on its investment in Radiant’s oversubscribed $300 million+ Series D in December 2025, in Figure's $1 billion+ Series C in September 2025 and Figure’s $675 million Series B in February 2024.

Cooley Partner Honored As Commercial Lawyer of the Year

Wed, 29 Apr 2026 16:55:51 Z

Cooley partner Guadalupe Sampedro was named Commercial Lawyer of the Year at the annual Women and Diversity in Law Awards.

Sampedro was recognized for her outstanding commercial acumen as a cyber, data and privacy lawyer, including advising on data-related agreements, high-profile data breaches, compliance programs and data governance. She also advises on the new digital regulatory framework in the UK and EU, including artificial intelligence and online safety. Sampedro was praised for her sustained leadership in diversity and inclusion, including her work co-launching an exclusive, first-of-its-kind forum for senior women privacy experts to network and engage in discussions.

In February, four partners from Cooley’s London office were shortlisted by the Women and Diversity in Law Awards. Spanning 30+ categories, the series honors outstanding women leaders and practitioners, along with the legal teams and businesses making strides in ensuring the UK legal profession reflects the society it operates in.

Elizabeth Prelogar Honored With Servant of Justice Award

Wed, 29 Apr 2026 14:54:40 Z

Washington, DC – April 29, 2026 – Cooley partner Elizabeth Prelogar was honored by Legal Aid DC with the Servant of Justice Award – the highest award conferred by the organization.

Throughout her career, Prelogar has demonstrated a sustained dedication to public service through federal government work and high-impact pro bono litigation, including in cases focused on protecting civil rights, democracy and voting, and the rule of law.

Prelogar leads Cooley’s Supreme Court and appellate practice and is widely considered one of the nation’s top appellate lawyers. She has argued 36 cases in the Supreme Court, delivering more Supreme Court arguments since 2021 than any other advocate. Her matters have included some of the most high-profile, consequential cases of our time, involving pressing and complex issues of constitutional law, administrative law, taxation, statutory interpretation, criminal law, environmental regulation, technology, civil rights and antitrust.

Before returning to Cooley last year, Prelogar served as the 48th Solicitor General of the United States from 2021 to 2025. In this capacity, she served as a principal legal advisor to the executive branch and was responsible for conducting and supervising all Supreme Court litigation on behalf of the United States and overseeing the federal government’s appellate strategy in lower courts. In previous roles, she served as Principal Deputy Solicitor General, Assistant to the Solicitor General, and Associate Special Counsel. She also clerked for Supreme Court Justices Ruth Bader Ginsburg and Elena Kagan, as well as Judge Merrick Garland of the US Court of Appeals for the District of Columbia Circuit.

Prelogar was celebrated at Legal Aid DC’s 36th Annual Servant of Justice Awards Dinner in Washington, DC, alongside co-honoree, Grace Speights, a partner at Morgan Lewis. Prelogar and Speights were honored for their outstanding careers, commitment to public service and pursuit of justice. Judge Garland introduced Prelogar, and Andrew Goldstein – head of Cooley’s white collar defense and investigations practice and co-chair of this year’s Servant of Justice Awards Dinner – gave remarks on behalf of Prelogar and in support of Legal Aid DC.

Founded in 1932, Legal Aid DC is a nonprofit law office committed to providing free, high-quality civil legal advice and services to low-income people in the District of Columbia. Legal Aid DC is the District’s oldest and largest civil legal services organization and providing assistance with respect to housing, public benefits, consumer law, family law, domestic violence, immigration and reentry.

Cooley Signs Lease for New State‑of‑the‑Art Redwood City Office

Tue, 28 Apr 2026 14:13:00 Z

Palo Alto – April 28, 2026 – Cooley has signed a lease to relocate its Palo Alto office to Redwood City, in the heart of Silicon Valley, with an expected move-in date in early 2030. The firm’s new high‑tech workspace will encompass 145,000 square feet across the top four floors of a premier, custom‑built office building at 1900 Broadway.

“This new space marks an exciting next chapter as we continue to grow and adapt alongside the clients and communities we serve,” said Cooley partner and CEO Rachel Proffitt. “The space will be designed to reflect Cooley’s innovative and collaborative culture and will offer a dynamic atmosphere for our people and clients alike.”

The new Redwood City office will feature a range of top‑tier amenities, including a centralized conference center, flexible team and client collaboration spaces, 19,000 square feet of private outdoor terraces for events, and a full‑service, made‑to‑order café. Designed for both productivity and connection, the space reflects the firm’s continued commitment to a modern workplace experience.

“Our new space positions us for continued growth, with state‑of‑the‑art facilities designed to support how our teams work together to serve our clients,” said Shannon Eagan, partner in charge of Palo Alto. “Its downtown Redwood City location offers meaningful benefits for our lawyers and business professionals – from easy Caltrain access to a vibrant mix of restaurants, services and entertainment – reflecting the energy of our people and the work we do every day.”

Cooley opened its first Silicon Valley office in 1980 and has been deeply embedded in the region’s growth at the center of the innovation ecosystem. Today, with 19 offices around the world, the firm supports many of the companies driving the global modern economy.

Cooley Advises BioMarin on $4.25 Billion Financing in Connection With Amicus Therapeutics Acquisition

Mon, 27 Apr 2026 22:10:00 Z

Washington, DC – April 27, 2026 – Cooley advised BioMarin Pharmaceutical, a leading global rare disease biotechnology company focused on delivering medicines for people living with genetically defined conditions, on $4.25 billion in financings in connection with the completion of its acquisition of Amicus Therapeutics. The financing consisted of an offering of $850 million of 5.5% senior unsecured notes due 2034, $2.8 billion in senior secured term loans, and $600 million in revolving loan commitments.

The Cooley team advising BioMarin on the financing was led by partners Michael Tollini and Addison Pierce and included partners Chadwick Mills, Julia Boesch and Evan Leitner, of counsel Siana Lowrey and associate Charles Watkins.

Cooley has represented BioMarin for 10+ years, including in an approximately $3.7 billion bridge financing commitment in connection with its acquisition of Amicus Therapeutics in December 2025, its definitive agreement to acquire Inozyme Pharma in May 2025, its $600 million revolving credit facility in August 2024, a securities class action win before the US Court of Appeals for the Ninth Circuit in February 2024, its $550 million offering of 1.25% senior subordinated convertible notes due 2027 in May 2020, its licensing agreement with Allievex in October 2019, its $720 million follow-on offering in July 2018, its $450 million offering of 0.599% senior subordinated convertible notes due 2024 in August 2017, and its $720 million follow-on offering in September 2016.

Vinted Completes Secondary Share Transaction at €8B Equity Valuation

Mon, 27 Apr 2026 21:04:00 Z

London – April 27, 2026 – Cooley advised Vinted, the C2C second-hand marketplace, on the completion of a secondary share transaction of €880 million, at an equity valuation of €8 billion. The transaction included a mix of new and existing investors, led by EQT, Schroders Capital, and Teachers’ Venture Growth (TVG).

Lawyers Harry Calkin, Ryan Naftulin, Ella Donegan, Angus Miln, William Duval, Mo Swart and Rebecca Wright led the Cooley team advising Vinted.

Cooley Named Among Finalists for California Legal Awards

Mon, 27 Apr 2026 20:28:00 Z

Los Angeles – April 27, 2026 – Cooley has been named a finalist in the Tech Industry Litigation Department of the Year category of the 2026 California Legal Awards, as presented by The Recorder and Law.com.

The awards celebrate the achievements of lawyers and companies leading technology and innovation. Winners will be announced on June 24, 2026, at the awards ceremony in Los Angeles.

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Settlements Slump and Activists Take Fewer Board Seats in First Quarter

Mon, 27 Apr 2026 16:05:52 Z

Cooley partner Sean Brownridge, chair of the firm’s activism defense group, was quoted in FT Agenda about the complexity of the current investor engagement landscape. He noted the changes to 13D and 13G reporting and how boards may earn more credibility with investors through consistency.

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Ineffable Intelligence Announces $1.1 Billion Seed Financing

Mon, 27 Apr 2026 14:21:10 Z

London – April 27, 2026 – Cooley advised Ineffable Intelligence, a London-based frontier artificial intelligence lab founded by David Silver, on its $1.1 billion seed financing led by Sequoia Capital and Lightspeed Venture Partners at a $5.1 billion post-money valuation, Europe’s largest ever seed financing to date.

Ineffable Intelligence’s mission is to make first contact with superintelligence by creating a superlearner that discovers all knowledge from its own experience.

The Cooley team was led by London-based partner Eric Davison and included Kristy Hart, Chris Stack, Kafeel Azher, Tom Connors, Leo Spicer-Phelps, Olivia Anderson, Paula Holland and Bethan Chalmers.

Ajax Therapeutics Acquired By Eli Lilly for $2.3 Billion

Mon, 27 Apr 2026 11:52:48 Z

Cooley advised Ajax Therapeutics, a biopharmaceutical company developing next generation JAK inhibitors for patients with myeloproliferative neoplasms (MPNs), on its agreement to be acquired by Eli Lilly for up to $2.3 billion.

The transaction was announced publicly in the following press release, which can be viewed here.

Lead Team: Kevin Cooper, Sangitha Palaniappa, Brandon Fenn, Kenneth Krisko and Stephanie Palmer led the Cooley team advising Ajax Therapeutics.

Supporting Team: Megan Browdie, Sarah Buchik, Navya Dasari, Alex Fullman, Jenny Ge, Stephanie Gentile, Tony Guan, Josh Holtzman, Nicollette Kirby, Natasha Leskovsek, Sarah Miller, Phil Mitchell, Ryan Montgomery, Morgan Perna, Joe Perry, Breanna Qin, Carly Robinson, Patrick Sharma, Daniel Tsai, Karen Tsai, Ryan Vann and Bo Yaghmaie provided invaluable support.

Cooley previously advised Ajax Therapeutics on its $40 million Series B financing (2021) and its $95 million Series C financing (2024), as well as other general corporate matters.

Four Cooley Partners Honored Among Elite in Data Breach Response

Fri, 24 Apr 2026 18:38:00 Z

April 24, 2026 – Washington, DC Four Cooley partners were named to Cybersecurity Docket’s Incident Response Elite for 2026, a prestigious annual list recognizing the top data breach response lawyers worldwide.

The honorees include Travis LeBlanc, DC-based co-chair of Cooley’s cyber/data/privacy practice; Patrick Van Eecke, co-chair and head of the cyber/data/privacy practice in Cooley’s Brussels office; Guadalupe Sampedro, head of the cyber/data/privacy practice in Cooley’s London office; and New York-based partner Kristen Mathews. The 2026 list marks LeBlanc’s ninth, Van Eecke’s third, Sampedro’s fourth and Mathews’ first recognition by Cybersecurity Docket.

Based on input from numerous senior lawyers and other professionals in the field, as well as extensive research, the IR Elite identifies lawyers who can manage large data breach responses with professionalism and urgency.

Cooley’s cyber/data/privacy practice is a cross-functional, integrated team of lawyers in the United States, Europe and Asia, spanning the full spectrum of advisory, transactional, regulatory and litigation matters involving privacy, cybersecurity and data governance. The firm’s c/d/p lawyers have handled hundreds of data breaches since 2003, including complex international incidents spanning multiple jurisdictions. The team leverages that experience – and the insights gained from it – to help clients respond effectively to security incidents and mitigate legal, reputational, operational and regulatory risk.

Cooley’s c/d/p practice works with clients on breach preparedness and response, including incident response planning, proactive strategy development, response playbook development, training and tabletop exercises, incident investigation, mitigation and remediation, and engagement with key vendors.

The practice group’s blog – cyber/data/privacy insights – provides proactive legal insight and analysis on the full range of cybersecurity, data protection and privacy issues. Cooley’s data incident and breach response team can be reached 24/7 via incident.response@cooley.com, or at +1 844 476 1248 or +44 (0) 20 7556 4567.

Litigator of the Week Runners-Up and Shout-Outs

Fri, 24 Apr 2026 18:26:44 Z

A Cooley appellate team earned a shout-out on The American Lawyer’s Litigator of the Week Runners-Up and Shout-Outs list for securing a unanimous ruling from the Delaware Supreme Court, overturning a decision of the Delaware Chancery Court and eliminating a potential personal exposure of about $40 million in damages and interest against client Michael Patterson, the former CEO of Romeo Systems.

The Cooley team was led by partners Ephraim McDowell, Brian Klein and Brian French and associate Anna Mohan.

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How Niche Specialist Managers Are Winning LP Capital

Fri, 24 Apr 2026 18:21:34 Z

Cooley partner Jaclyn Rabin was quoted in a PitchBook article discussing how successful mid-market firms are winning LP capital through a specialized focus, rather than a generalist strategy, helping investors better understand a manager’s competitive edge and value-creation approach.

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Caihong Secures Decisive Victory at ITC

Fri, 24 Apr 2026 17:08:34 Z

Washington, DC, – April 24, 2026 – A Cooley team secured a decisive victory for its client Caihong Display Devices (Caihong), a leading manufacturer of liquid-crystal display (LCD) glass used in the manufacture of televisions, in a high-stakes competitor-versus-competitor dispute before the US International Trade Commission (ITC).

Caihong and its customers were sued in the ITC by competitor Corning for infringing two patents impacting the global LCD market. Corning accused Caihong of selling the 615 glass and the 616 glass to its customers, and the primary dispute was whether the 616 glass infringed and could continue to be imported into the US.

On April 8, Administrative Law Judge Bryan Moore issued an initial determination that the 616 glass did not infringe Corning’s patents, allowing Caihong’s customers to continue importing and selling televisions containing that glass. Corning is not petitioning the decision to the full ITC.

Read the order

The Cooley intellectual property litigation team representing Caihong was led by Stephen Smith, alongside Matthew Brigham, Adam Pivovar, Sam Whitt, Cole Merritt, and Matthew Ritter.

The case is Certain Glass Substrates for Liquid Crystal Displays, Products Containing the Same, and Methods for Manufacturing the Same II (Case No. 337-TA-1441).

Scrip M&A Podcast With Cooley Attorneys Kevin Cooper and Bill Roegge

Fri, 24 Apr 2026 14:18:52 Z

Cooley partners Kevin Cooper and Bill Roegge spoke on a Scrip M&A podcast analyzing the current biopharmaceutical M&A trends, competitive deal dynamics and the ride of platform-technology acquisitions. Cooper also offered tips for smaller companies to get favorable outcomes when dealing with larger pharmaceutical firms. Roegge discussed whether 2026 is a year for competing bids in this space.

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State AI Laws – Where Are They Now?

Fri, 24 Apr 2026 07:00:00 Z

The US artificial intelligence (AI) regulatory landscape is at an inflection point. With accelerating pace starting in the 2020s, hundreds of proposed state measures signaled a fast-developing state-level regulatory AI landscape. However, as compliance deadlines in 2026 approached, many of these state AI laws that initially passed just a few years ago have undergone significant changes or delays since their passage. At the same time, federal action is potentially threatening to reshape or constrain state-level initiatives. In this alert, we check in on the current status of some of the major state AI laws.

As we discussed on March 25, the White House recently released its National Policy Framework for Artificial Intelligence, urging Congress to enact sweeping AI legislation to preempt certain state AI laws, with a focus on state laws that risk stifling innovation and avoiding “undue burdens.” States like California are also leveraging executive action. For example, on March 30, 2026, California Gov. Gavin Newsom issued Executive Order N-5-26, directing state agencies to draft recommendations for AI safety requirements – including related to illegal content, bias, and civil rights and free speech – for companies doing business with state agencies. In parallel, other states are reconsidering or delaying their AI laws. Below we outline the key AI laws where companies should watch for potential changes over the coming months.

Colorado: SB 205

In May 2024, Colorado SB 205 created one of the first comprehensive state AI regimes, regulating “high-risk artificial intelligence systems” used in “consequential decisions.” The law imposes broad obligations on developers and deployers related to risk management, impact assessments, consumer disclosures and reporting to the Colorado attorney general.

Since its enactment, SB 205 has been subject to significant debate and criticism, particularly from the tech industry, with concerns raised over its scope and feasibility. These concerns prompted a special legislative session in August 2025 that led to the postponement of the initial enforcement date, from February 1, 2026, to June 30, 2026.

Now, with the delayed effective date, Colorado is considering a more substantive revision. The March 2026 working group draft would repeal and reenact the newly focused law on automated decision-making technology (ADMT) and reset the effective date to January 1, 2027. The group is led by the Colorado governor’s office and is composed of legislators, industry representatives, consumers and school district representatives, among others. The group was tasked with evaluating whether the original framework was workable in practice, with the ultimate goal of protecting consumers.

Key proposed changes by the working group include:

Replacing “high-risk AI” with “covered ADMT” that must “materially influence” a consequential decision, excluding incidental or low-stakes uses.¹
Clarifying and narrowing what constitutes a “consequential decision” – specifically, limiting “consequential decisions” to high-impact decisions affecting access to education, employment, housing, financial services, insurance, healthcare or government services, where the outcome materially influences eligibility, access or opportunity.
Carving out routine business processes, marketing and other low-risk uses (e.g., advertising and marketing tools, recommendation and search systems, content moderation, and summarization and presentation assistance).
Substantially scaling back governance obligations for both developers and deployers, including eliminating requirements to implement formal risk-management programs, impact assessments, annual reviews and Colorado attorney general incident reporting. Instead, it shifts to a more targeted framework that still requires developers and deployers to maintain records and documentation regarding covered ADMT, provide consumer-facing disclosures, and implement processes for requests to correct inaccurate information and seek human review or reconsideration of certain decisions, where commercially reasonable.
Replacing the pre-decision notice framework with a point-of-interaction requirement (meaning at the specific moment a user engages with the system) that may be satisfied via a prominent public posting, and adding a separate post-adverse disclosure that explains the decision, the role of ADMT and available recourse options.
Retaining Colorado attorney general-only enforcement but adding a 90-day notice-and-cure period and clarifying developer versus deployer liability.
Removing the stand-alone affirmative duty to “avoid algorithmic discrimination” that appeared as an explicit, independent requirement in the original SB 205.

These proposed, significant changes signal state action moving away from a broad “high-risk AI” framework toward a narrower, decision-focused model. With the effective date of June 30, 2026, approaching, it remains unclear whether and when the proposed amendments will be enacted. As such, companies should continue preparing for compliance under the current framework, while maintaining a watchful eye on legislative developments that could reshape obligations in the near term.

California: AB 2013, SB 942 and AB 853

California enacted 18 AI-related laws across 2023 and 2024, some of which we discussed at the time. Many of these laws impose transparency, disclosure and governance requirements on AI systems and digital services.

Given many compliance effective dates now start in 2026 and beyond, these laws have not yet seen enforcement activity or further interpretive guidance to aid in compliance; however, that may change as the year progresses.

Key California AI laws that have recently come into effect or been amended include AB 2013, SB 942 and AB 853:

AB 2013 (training data transparency) requires developers to disclose information regarding training datasets. It was enacted on September 28, 2024, and became effective on January 1, 2026, with limited implementation guidance beyond the law’s original provisions. The law requires a “high-level summary of the datasets used in the development of the generative artificial intelligence system or service,” and identifies certain information for inclusion in said summary, as well as certain security-related exceptions to the disclosure requirement. Industry stakeholders have raised concerns regarding feasibility and scope, and clear patterns around the form of compliance (such as the format or level of detail for the summary) have not yet emerged. In addition, the lack of guidance or action from the California attorney general has contributed to some uncertainty on the regulatory compliance obligations.
SB 942 (AI disclosure requirements), enacted September 19, 2024, requires providers of generative AI image, video and audio tools with more than one million monthly visitors or users to provide an AI detection tool, “manifest” disclosures (a watermarking option) and “latent” disclosures, enabling individuals to detect whether content was generated by the provider’s tool. Its effective date was delayed from January 1 to August 2, 2026, via AB 853, which also added new obligations on large online platforms with an operative date of January 1, 2027, and capture device manufacturers with an operative date of January 1, 2028.
AB 853 (California AI Transparency Act) introduces the phased implementation for SB 942 discussed above and also expands SB 942, including to add requirements applicable to large online platforms (public-facing social media platforms) and capture device manufacturers (persons producing capture devices for sale in California). These obligations include ensuring that content is appropriately labeled or identifiable as AI-generated, as well as implementing mechanisms to enable detection of such content.

Utah: SB 149

Utah’s Artificial Intelligence Policy Act (SB 149), enacted on March 13, 2024, and effective on May 1, 2024, is widely viewed, together with other laws discussed in this article, as one of the first state AI governance frameworks. Rather than creating a stand-alone regulatory regime, the law primarily extends existing consumer protection principles to AI by making companies liable where AI-driven conduct would otherwise violate deceptive or unfair practices laws. The law also introduced targeted disclosure requirements, such as requiring businesses in regulated professions to proactively disclose when consumers are interacting with AI.

Utah narrowed this framework through multiple bills in 2025, a reflection of early implementation concerns raised by state legislators and industry stakeholders. SB 226 and SB 332 narrowed the scope of disclosure obligations, limiting these obligations to “clear and unambiguous” consumer requests or “high-risk” interactions involving sensitive data and consequential advice, and narrowing the definition of covered AI systems to exclude routine uses (such as technologies that do not simulate human communication or generate human-like, nonscripted outputs). The Utah Division of Consumer Protection has authority to enforce SB 149, though enforcement remains limited to date.

New York: RAISE Act

California’s Transparency in Frontier AI Act (TFAIA) was one of the first state regulatory frameworks for developers of frontier models. As we discussed in this April 1 alert, New York has since revised its frontier AI framework to align more closely with California’s law. New York Gov. Kathy Hochul signed the Responsible AI Safety and Education (RAISE) Act in December 2025 with the expectation that legislators would amend the law to mirror TFAIA. Hochul signed those amendments on March 27, 2026, shifting the RAISE Act toward a transparency and reporting-based framework.

As revised, the RAISE Act imposes:

Model-level obligations, including transparency and reporting on training, deployment, safety protocols and incidents.
A shift away from deployment restrictions, removing earlier prohibitions on models posing an “unreasonable risk of critical harm.”
Alignment with California’s framework, emphasizing safety testing, documentation and reporting.
Key differences from TFAIA include:

Higher civil penalties (up to $1 million for a first violation and up to $3 million for subsequent violations).
Shorter incident reporting timeline (72 hours versus TFAIA’s 15-day window). Other states, including Utah and Illinois, are considering similar frontier model regulation.

Key takeaways for companies

The evolution of AI laws is not limited to the US. The European Union AI Act – one of the earliest and most comprehensive cross-sector AI laws, imposing obligations on AI models based on risk tiers and categories of models – is also now being reconsidered by EU lawmakers for revision. While the AI Act entered into force on August 1, 2024, key obligations were set to phase in over time, with the main requirements starting in 2026, and certain obligations extending into 2027. However, the European Commission’s November 2025 “Digital Omnibus” proposal, now advancing through the legislative process, would delay application of certain high-risk AI requirements and make targeted changes to exemptions, governance and implementation. As of April 2026, EU institutions are actively considering pushing key compliance deadlines to 2027 – 2028, reflecting implementation challenges and concerns about regulatory burden. The EU’s AI regulatory framework continues to be refined and tailored in real time.

In combination, these developments underscore a broader shift: Even the most comprehensive AI regulatory regimes are being recalibrated as implementation approaches. Given the pace of change to these regulations, companies may benefit from a phased approach to compliance that accounts for evolving requirements and still emerging enforcement priorities. As such, companies should consider the following:

Reassessing compliance strategies: Several key state AI laws have upcoming deadlines, but some requirements are subject to amendment or delay. While enforcement currently has been minimal, regulators may begin issuing guidance and early enforcement actions as compliance dates approach.
Monitoring federal action: With the recent release of its AI legislative recommendations, the White House outlined an innovation-oriented federal approach to AI, recommending Congress preempt state laws that relate to AI development, “unduly burden” lawful activity assisted by AI or “penalize AI developers” for unlawful third-party conduct. Even if Congress does not act, or does so slowly, the administration is positioned to move through executive and enforcement channels. The Department of Justice’s AI Litigation Task Force is expected to identify and potentially challenge state AI laws in court, and other federal agencies, such as the Department of Commerce, may target certain states regulating AI by restricting federal funds. As such, companies should monitor both congressional developments and near-term federal activity, as the administration considers multiple pathways to shape the AI regulatory landscape.
Tracking state-level changes: As state AI regulation evolves, key areas to watch include the revisions to Colorado SB 205, further changes to California’s AI laws, and the continued development of frontier regulations, including in New York and potentially Illinois, Washington and Utah.

Note

ADMT is defined as an automated decision-making technology that processes personal data to generate outputs (including predictions, scores and classifications) and is used to materially influence a consequential decision. The definition excludes (i) basic web infrastructure (such as web hosting and caching) that require human analysis and do not use machine learning; (ii) tools that solely summarize, organize or present information for human review; and (iii) general-purpose technology that provides information or recommendations.

Capital Markets Lawyers Wait for Windows of War Calm to Pounce

Thu, 23 Apr 2026 20:36:42 Z

Cooley partner David Peinsipp, co-chair of the firm’s global capital markets practice group, was quoted in a Bloomberg Law article about how the US initial public offering (IPO) market is reopening in bursts, during a period of instability due to the war in Iran. Peinsipp noted that a few strong, early deals are helping maintain momentum in the IPO market, and once conditions open, many companies are already prepared to go public.

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Sight Sciences Secures Order on Post-Trial Motions

Thu, 23 Apr 2026 15:01:52 Z

PALO ALTO – April 23, 2026 – Cooley represented Sight Sciences (Nasdaq: SGHT), an eyecare technology company focused on developing and commercializing innovative, interventional technologies that elevate the standard of care, in defeating post-trial motions to reverse its jury trial patent infringement verdict.

Cooley secured a jury trial patent infringement victory on behalf of Sight Sciences on April 26, 2024. The jury found that Alcon’s and Ivantis’ sale of the infringing Hydrus Microstent caused Sight Sciences to lose sales of its OMNI Surgical System device and awarded lost profits damages and royalty damages totaling $34 million.

On April 20, 2026, the US District Court for the District of Delaware preserved the jury’s verdict of willful infringement, denied Alcon’s request for judgment as a matter of law and a new trial, and awarded total damages of $55.4 million, plus an ongoing royalty of 10% of Hydrus revenue through the date of expiration of Sight Sciences’ last asserted patent. The value of the court’s final judgment is expected to increase significantly with the payment of ongoing royalties over the next two and a half years.

The patents at issue are US Patent Nos. 8,287,482, 9,370,443 and 11,389,328.

Read the final judgment

The Cooley litigation team was led by intellectual property litigation partner Orion Armon with partners Mika Reiner Mayer, Joanna Liebes Hubberts and Eamonn Gardner; senior counsel Michelle Rhyu ; and associates Joseph Van Tassel, Dustin Knight, Lauren Strosnick, Juan Pablo Gonzalez and Angela Madrigal.

Cooley’s London Lawyers Again Recognised for Pro Bono Work

Thu, 23 Apr 2026 14:02:16 Z

London – 23 April 2026 Fifty-six London-based Cooley lawyers, including 12 partners, were recognised on the 2026 Pro Bono Recognition List of England & Wales.

The annual list recognises lawyers who contributed at least 25 pro bono hours over the last year. The initiative is supported by the Law Society, the Bar Council, the Chartered Institute of Legal Executives and all major pro bono organisations under the aegis of the Attorney General’s Pro Bono Committee.

Core Scientific Prices $3.3 Billion Senior Secured Notes Offering

Wed, 22 Apr 2026 13:49:00 Z

Washington, DC – April 22, 2026 – Cooley advised Core Scientific (Nasdaq: CORZ), a leader in digital infrastructure for high-density colocation, in connection with an offering of $3.3 billion aggregate principal amount of 7.750% senior secured notes due 2031 issued by its wholly-owned subsidiary, Core Scientific Finance I LLC, at an issue price equal to 99.250% of the principal amount thereof. The offering is expected to close on May 6, 2026, subject to customary closing conditions.

Lawyers Daniel Peale, Darah Protas, Richard Segal, Logan Tiari, Eric Blanchard, Michael Tollini, Adam Longenbach, John Goldman and Alanna Zuchelli led the Cooley team advising Core Scientific.

Cooley previously advised Core Scientific on its $1 billion loan facility with Morgan Stanley and JPMorgan Chase Bank in March 2026, $625 million convertible senior notes in December 2024, $460 million convertible senior notes in August 2024 and merger with SPAC Power & Digital Infrastructure Acquisition Corp. in August 2021.

Manycore Announces HK$1.24 Billion IPO

Mon, 20 Apr 2026 19:46:00 Z

Hong Kong – April 20, 2026 – Cooley advised Manycore Tech, a global leading provider of spatial intelligence services, on its HK$1.24 billion initial public offering (IPO). Manycore offered 160,619,000 shares globally priced at HK$7.62 per share. The 15% over-allotment option was exercised in full on April 20, 2026. The company’s shares began trading on the Hong Kong Stock Exchange on April 17, 2026, under stock code 00068. This marks the first initial public offering among the Six Little Dragons, a group of tech startups based in Hangzhou, China.

J.P. Morgan and CCB International acted as joint sponsors, overall coordinators, joint global coordinators, joint bookrunners and joint lead managers for the offering. ABCI and BOCI acted as joint global coordinators, joint bookrunners and joint lead managers. FUTU Securities International and Tiger Brokers acted as joint bookrunners and joint lead managers.

Lawyers Will Cai, Michael Yu, Jie Zhang and Brian Lau and international legal project manager Jocelyn Gao led the Cooley team advising Manycore.