Corporate Counsel

The New York City-based audio entertainment company Sirius XM Holdings disclosed in a regulatory filing Friday that Patrick Donnelly is retiring after serving as general counsel since May 1998. The filing said his current employment agreement expires Friday and will not be renewed. Instead, the parties have negotiated a transition agreement under which the 63-year-old will remain general counsel until April, when he'll transition to a part-time role running through year-end under which he'll help facilitate the transition to his successor. The company has not yet selected that person. As GC, Donnelly has been on the front lines as the media industry underwent a historic transformation over the last three decades. He joined Sirius more than a year before it launched its first first satellites, marking the birth of the satellite radio industry, and a decade later he helped engineer Sirius' $13 billion acquisition of riival satellite radio company XM. In recent years, Sirius XM has been buffeted by digital media competition from every direction, from Spotify to iHeartMedia. Sirius XM subscriptions have steadily declined since peaking at 34.91 million in late 2019 and now stand at 33.2 million. Donnelly did not respond to Law.coom's requests for comment on his retireement plans. Full story from James Palmer: https://lnkd.in/eYmqRwc5

"I am a perfectionist by nature, but I had to let go of striving for perfection and instead focus on making progress. That shift in mindset was critical." - Cheree Johnson "My four years working in the federal public defender's office in the Southern District of New York in many ways made me who I am, not just as a lawyer, but as a human being." - Cecillia Wang "Let other people know what you're doing and how it will help them or how it will help the success of the org." - Marie Oh Huber "[M]ore than anything, being well and successful and living your dream should be easy. It should be enjoyable, and it should be fun, and that's the way I've always lived my life." - Venus Williams More from WIPL 2024: https://lnkd.in/esEQY_TA

Apple has filed what could be a game-changing court document in the remedial phase of the United States v. Google antitrust litigation in D.C. federal court. The iPhone maker seeks to intervene as a defendant in the case, arguing that a proposed final judgment by the U.S. Department of Justice would threaten consumers and harm the development of artificial intelligence. “The PFJ’s broad prohibition on commercial agreements between Apple and Google threatens to stifle the development of AI, which is critical to serving consumers,” counsel for Apple wrote in a brief filed in late December. “Apple can testify about the changing AI landscape and the importance of maintaining flexibility in commercial relationships to serve users and promote competition.” U.S. District Judge Amit P. Mehta in August ruled “Google has violated Section 2 of the Sherman Act by maintaining its monopoly in two product markets in the United States—general search services and general text advertising—through its exclusive distribution agreements.” The Justice Department and state attorneys general in November asked Mehta to order a forced sale of the Google Chrome web browser to a DOJ-approved buyer and also asked Mehta to disrupt the Google-Apple relationship. “Google must not offer or provide anything of value to Apple—or offer any commercial terms—that in any way creates an economic disincentive for Apple to compete in or enter the [general search engine] or Search Text Ad markets,” the plaintiffs wrote in their proposed final judgment. Counsel for Apple in the intervention motion suggested the Justice Department made an “erroneous assumption” that Apple would enter the general search market under certain remedy scenarios against Google. Full story from Sulaiman Abdur-Rahman: https://lnkd.in/eTjjBK4j

The U.S. Treasury Department and Internal Revenue Service finalized a rule last week defining decentralized finance platforms as brokers for tax-reporting purposes, a move cryptocurrency groups called industry-crippling and quickly challenged in court as violating constitutional rights to due process and protection against unreasonable searches. Under the rule, brokers must provide users involved in DeFi transactions with 1099 forms. Requiring DeFi platforms to disclose broker information will reduce errors on federal income tax returns and close the income tax gap of reported income by reminding users that digital assets traded on DeFi platforms are taxable, Treasury added. Within hours of the rules being finalized Friday, three crypto-industry groups sued IRS and Treasury in the U.S. District Court for the Northern District of Texas, alleging regulatory overreach and a violation of the Fourth and Fifth amendments. The complaint—filed by the Blockchain Association, the Texas Blockchain Council and the DeFi Education Fund—called the reporting rule a fundamental misunderstanding of how DeFi entities operate and at odds with the purpose of DeFi platforms. DeFi's main innovation is that users, not the platform, effectuate transactions with other users, the groups stated. “Complying with those requirements is impossible if DeFi is to remain what it is, because complying with those requirements would require DeFi entities to become brokers when their defining characteristic is that they are not intermediaries,” the complaint stated. The regulation forces “DeFi industry participants that are not brokers to act as brokers—a requirement that will effectively end the DeFi industry,” the complaint added. The groups alleged the reporting rule violates DeFi participants’ Fourth Amendment rights by requiring them to disclose transaction information. The rule also violates the Fifth Amendment because the rule’s vague and broad definition of “broker” will leave parties “guessing as to whether they are covered by the Final Rule, in violation of their due process rights to fair notice of the law,” the groups added. Full story from Dan N.: https://lnkd.in/e_SV_k7a

After a banner year, Texas Roadhouse has doled out hefty salary increases to its six most senior executives—including Chief Legal and Administrative Officer Christopher Colson—to induce them to stick around for at least another three years. The Louisville, Kentucky-based casual dining chain disclosed in a Dec. 27 regulatory filing that the six signed new employment agreements that will run from Jan. 8, 2025, through Jan. 7, 2028. From that point, the agreements will auto-renew for one-year terms unless the company or executive provides 60-day notice of cancellation. Colson's agreement raises his salary to $630,000, with the potential for annual increases thereafter. The $630,000 represents a 15% increase from the $550,000 in salary he received in 2024. In 2023, Colson's compensation totaled $1.83 million, with $500,000 coming in the form of salary. Texas Roadhouse has not yet disclosed his total 2024 compensation. Full story from Chris O'Malley: https://lnkd.in/e5f7ETZG

In mid-December, E. Leigh Dance invited three geopolitics experts to share their insights and advice with General Counsel to prepare for what’s ahead from Washington, D.C. in early 2025: Sean West: “We need to challenge ourselves to think about a new world where precedent doesn't matter. We're about to embark on a fundamental questioning of the entire role of government in the economy and in society. Trump and Musk are taking the view that they have a clean sheet of paper to look at the role that government should play in society. That’s very different than the way we typically manage politics.” Carolyn Amadon: “Trump intends to use tariffs as tools and threats to push forward policy goals quickly. We’ll see an injection of chaos into a system that was working fairly well. It will be very important to ensure global trade and regulatory compliance with support from specialized trade professionals at the strategic level, including the C-suite.” Rob Beard: “It’s clear that this term with Trump will be very different from the first one. I'm focused on being tactical because engaging with the Trump administration is different than engaging with other administrations. They are very prepared. The transition is moving at a very quick pace. I've been meeting with transition officials almost every day since the election. Not only are they moving quickly on announcing Cabinet appointments, but they also have three, four layers deep ready to go.” Full story: https://lnkd.in/e9q8khTi

"When you are part of a cross-departmental team, you can maximize that feeling and hopefully see your advice and effort turn into action and results. But how do you get out of the law department silo and make that happen?" https://lnkd.in/g9PDePYF