"The law doesn't speak for itself.
Someone has to write the sentence
that makes a judge pause."

Counsel

A quarterly brief where practicing attorneys write the analysisgeneral counsel wish they had before the last board meeting.

I.

The State of Legal Discourse

Most legal writing is written for liability, not comprehension. Law firm client alerts arrive in inboxes every Tuesday morning and are deleted by Tuesday afternoon — not because general counsel are incurious, but because the writing assumes its own importance. It summarizes without arguing. It catalogs without selecting. It treats the reader as a compliance checkbox rather than a thinking person who has fifteen minutes between a board prep call and a deposition review.

II.

What Legal Writing Should Look Like

Counsel exists because the gap between what happened in court and what in-house teams actually need to know is not a research gap — it is a writing gap. The analysis exists. The precedent exists. What is missing is someone willing to take a position on what it means. To say: this ruling changes how you should draft your indemnification clauses. To say: the FTC's new enforcement posture is not a signal, it is a policy. To say: here is the sentence you should bring into your next board meeting.

"The analysis exists. The precedent exists. What is missing is someone willing to take a position on what it means."

III.

Precise, Opinionated, Useful Monday Morning

Every essay in Counsel is written by a practicing attorney who has argued the issue, not merely researched it. We do not publish summaries. We do not publish predictions. We publish arguments — the kind that change how you read the next contract that lands on your desk. If you finish an essay and nothing has shifted in how you think about the relevant risk, we have failed. We publish because we believe the people who need this writing most are the least likely to find it anywhere else.

— The Editors, Counsel

New York  ·  February 2026

The Writing
You've Been Missing

Three essays. Three arguments. Each one changes something about how you read the next contract.

Law library with dark wood shelves and leather-bound volumes under warm lamplight
No. 01

The FTC's New Merger Lens Will Catch Companies That Never Thought They Were in the Room

The 2023 Merger Guidelines quietly expanded the agency's reach to include labor market effects — and most M&A teams haven't updated their diligence checklists to reflect it.

Margaret Osei-Bonsu

Partner, Antitrust — Sullivan & Cromwell

14 min readRead Essay →
Courthouse marble columns and stone steps in soft morning light
No. 02

Why the Delaware Chancery's Corwin Doctrine Is a Trap for Boards Who Read It Too Literally

Corwin protects fully-informed stockholder votes from entire fairness review — but three recent decisions show exactly where "fully informed" breaks down in practice.

Rajiv Menon

Senior Counsel, Corporate Governance — Kirkland & Ellis

11 min readRead Essay →
Attorney reviewing documents at a mahogany desk with reading glasses and a pen
No. 03

Loper Bright Rewrites the Risk Calculus for Every Company Under Agency Oversight

The Supreme Court's Chevron reversal doesn't just change administrative law — it changes how general counsel should advise boards on regulatory compliance timelines.

Claire Worthington

General Counsel — Meridian Financial Group

17 min readRead Essay →

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ANTITRUST & COMPETITION·17 min read·January 2026

What the DOJ's New Criminal Cartel Policy Means for Every Company With a Sales Team

DK

David Kowalski

Former DOJ Antitrust Division · Now Partner, Covington & Burling

In October 2023, the Department of Justice Antitrust Division quietly issued a policy memo that most compliance officers missed because it arrived in the middle of earnings season. The memo announced that the Division would resume criminal prosecution of wage-fixing and no-poach agreements between competitors — agreements that, for a brief and confusing period following the 2021 acquittal in United States v. DaVita, many practitioners had assumed were safely in civil territory.

They were wrong then. They are more wrong now. The Division has since won two criminal wage-fixing convictions — one in the healthcare staffing sector, one in the poultry processing industry — and both decisions contain language that should concern any general counsel whose company competes for talent in a concentrated labor market.

"The question is no longer whether wage-fixing is criminal. The question is whether your HR team knows what a wage-fixing agreement looks like when it's dressed up as a benchmarking call."

The practical implication is specific and actionable: if your sales team or HR team participates in industry compensation surveys administered by trade associations, and if the survey results are shared in a way that allows participants to calibrate offers against competitor data before extending them, you may have a problem that your antitrust counsel has not yet flagged.

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