Your CEO doesn’t want another lawyer. They want a Business Partner.
For decades, the Legal Department had a reputation. It was the “Cost Center.” It was the “Department of No.” It was the place where good ideas went to die in a sea of red tape. In 2026, that reputation is a career killer. As we analyzed the agenda for LexTalk World Houston (April 8-9), one theme stood out above the rest: The Evolution of Legal Leadership. If you are a General Counsel or aspiring Head of Legal, here is why you need to be in Hall A on Day 1. The Shift: From “Gatekeeper” to “Growth Driver” The modern boardroom is facing crises that don’t fit into neat legal boxes. Global Supply Chain fractures. AI liability. Reputational Crisis. The CEO can’t solve these with a CFO or a CTO alone. They need a Strategic General Counsel. The Problem: Most lawyers are trained to identify risk (which stops deals). The Opportunity: The Strategic GC uses risk intelligence to structure deals safely, not kill them. The Agenda: How to Make the Transition We aren’t just talking about this shift theoretically. We are breaking it down tactically. On April 8th at 9:30 AM, we kick off with the defining panel of the conference: In this session, you will learn: The Metrics that Matter: How to prove your ROI to the CFO using data, not just billable hours. Crisis as Strategy: How to turn “Crisis Management” into a brand asset (referencing our 10:45 AM session). The Tech Advantage: How to use AI not just for contracts, but for decision making in the boardroom. Why This Matters If you are still operating as a “Cost Center” in 2026, your budget will be cut. But if you can position yourself as a Strategic Partner, you become indispensable. The skills to make that jump aren’t taught in law school. They are taught in the war rooms of the world’s biggest companies. And those leaders are coming to Houston to share their playbook. Don’t just protect the business. Lead it. Secure your Delegate Pass for the Corporate Strategy Track (https://lextalk.world/tickets/)
ESG Demystified: Beyond Compliance to Culture
To provide an honest perspective, despite having worked in the ESG domain for almost four years, my research for this article swiftly led me through an overwhelming array of statistics and reports. This experience made it clear that the objective here is not to present yet another data-heavy analysis or to inundate readers with technical jargon, much of which has become routine in my professional vocabulary. Instead, this article aims to offer a straightforward and accessible exploration of ESG, keeping the discussion approachable for all. While, just a few years ago, the term ‘ESG’ was rarely mentioned outside boardrooms or business conferences, today, it’s everywhere – you can’t attend a meeting or scroll through your news feed without coming across it. But what exactly is ESG, and why should anyone – no matter the size or type of their company – care about it? Vide this article, lets demystify ESG in simple terms. The aim is let’s leave the jargon aside and have an honest discussion about how ESG has moved from being just a poster governance statement to becoming something every company needs to think about, a framework that’s truly changing the way businesses operate around the world.What is ESG?Core components comprising of the terms ‘ESG’ are: Environmental – How does a company impact the planet? Does it take steps to reduce pollution, generate and manage waste responsibly, save energy, or utilize its resources efficiently? Social- How does a company treat people – both within and outside the organization? Does it ensure and promote fair wages, diversity, inclusion, community engagement, and safe working conditions? Governance – How well is a company managed? Are business leaders accountable and transparent; are decisions made ethically, and does everyone play by the rules? Thus, ESG is a framework for ensuring that companies operate responsibly and ethically, not just financially; and think of ESG compliances as a way for organizations to measure how responsibly they do business.Traditional corporate governance focused primarily on financial results and shareholder returns. Today, however, companies are expected to balance profit with purpose of integrating ESG principles into decision-making to build long-term resilience, trust, and credibility., which are smart, responsible choices that are not only measured and reported but are increasingly becoming a legal and societal expectation. In essence, ESG is both a compass and a measure of how modern companies define success beyond short-term financial metrics.From Compliance to CommitmentESG has long existed under different labels e.g. sustainability, corporate responsibility, etc., but its role has evolved significantly over the years. What was once considered a ‘good-to-have initiative, has now become the heart of compliance and business decision making process. In the past, ESG was often seen as a branding exercise: publish a sustainability report, plant a few trees, and call it a day. Today, regulators, investors, and consumers demand tangible action and transparent reporting.In India, for instance, SEBI1 introduced the Business Responsibility and Sustainability Report (BRSR) framework, requiring listed companies to disclose their environmental and social impact. This regulatory shift has moved ESG from communications teams squarely into the realm of compliance and governance teams. In many organizations, Legal and Compliance teams now lead ESG, designing policies, forming committees, and monitoring progress. Simply put, compliance has become the backbone that sustains ESG initiatives and holds efforts together in this regard.Simultaneously, what once was voluntary declaration has now become non-negotiable stakeholder expectations. Investors scrutinize carbon footprints; customers care about responsible sourcing practices; and employees seek purpose beyond pay checks. It is the compliance mindset – precise, process-driven and accountable – that transform ESG ambition into actionable reality.Examples of Leading Global CompaniesSeveral global companies illustrate how ESG has moved from concept to core practice:Microsoft aims to be carbon negative by 2030, actively reducing emissions, adopting renewable energy, and making inclusion and diversity as key business priorities.Cisco has pledged to achieve net-zero emissions across all categories by 2040 while also investing heavily in community programs, having contributed around $477 million to ESG-driven community initiatives.Intel has committed to reaching net-zero greenhouse gas emissions across its operations by 2040. This involves major investments in energy conservation technology. In 2021, Intel reduced its total GHG emissions by 2% from the previous year and saved 486 million kilowatt hours of electricity annually through efficiency improvements.These examples show that while policies and targets are essential, lasting ESG impact depends on embedding these principles into growth strategy and the very culture of the organization. This also demonstrate that ambitious ESG goals are achievable with clear strategy, technology adoption, and stakeholder engagement.An ESG-conscious cultureEven the Global Capability Center’s are bringing advanced sustainability initiatives to India, improving efficiency, reputation, and talent attraction. This approach aligns business success with positive societal impact, benefiting communities, and supporting India’s national sustainability goals. Ultimately, embedding ESG into culture—driven by leadership and embraced at every level—creates lasting value for organizations and their wider communities.Cross-functional collaboration thrives – Departments such as finance, operations, HR, and legal must align around shared sustainability goals. Breaking down silos transform ESG from theory into measurable action. For instance, companies like Workday involved finance, HR, operations, and ESG teams to create measurable sustainability priorities and build internal trust.Technology and training go hand in hand –. Salesforce uses its Net Zero Cloud platform to automate tracking of emissions across departments, while engaging in workshops on ongoing basis and organizing onboarding sessions to foster employee engagement with ESG goals. When employees feel equipped and engaged, ESG becomes a shared goal rather than just a management checklist.Standardized frameworks are applied – Tools like GRI2 , SASB,3 or SEBI’s BRSR enable consistent tracking and reporting of ESG data, which bring clarity through uniform metrics, making progress both measurable and credible.Hence, when culture and governance work hand in hand, ESG moves from policy into practice.Why ESG Matters Now?Many companies still assume that ESG doesn’t apply to them, especially if their operations seem far removed from environmental or social issues. But ESG is not just about immediate impact; it’s about being future ready. For example, 90% of
The Double-Edged Sword of the RRM: Labor Justice or Trade Leverage under the USMCA?
In an era where people seek immediate remedy to their problems and technology and commerce have brought the world together, countries are also searching for new ways to solve controversies at a faster pace, to stop bureaucratic processes that may delay justice. This was the intention of the newly created, Rapid Response Labor Mechanism (RRM), introduced in the United States-Mexico-Canada Agreement (USMCA), which creates an innovative legal framework that empowers the United States and Canada to take targeted action against facilities in Mexico that exports services or good to such countries (covered facility) where workers are denied rights of freedom of association and collective bargaining (denial of rights). This groundbreaking mechanism bridges a critical gap between trade policy and labor justice, holding businesses to account through a binational process that could end up in severe penalties (i.e. suspension of preferential tariff treatment for goods produced at the facility, imposition of penalties, and in extreme cases, denial of entry of those goods), thus, allowing swift action when violations are alleged. This creates direct pressure on employers to align their labor practices with both domestic law and international commitments Although after 5 years of enforcement (USMCA came into force on July 1, 2020), the RRM has developed into a mechanism where the most powerful countries in the treaty (USA and Canada) impose harder terms to their weaker counterpart (Mexico) by trying to expand the scope of the mechanism to multiple labor transgressions and impose aggressive remediation actions against domestic and foreign companies based in Mexico, that may lead to shutting operations, with the ultimate goal of returning investment to their countries. From Trade to Labor: The USMCA’s Breakthrough The integration of the RRM into the USMCA marked a significant and unexpected shift in trade policy, placing labor enforcement at the heart of the agreement. While foreign observers were surprised by this development, Mexican legal experts recognized it as the culmination of deep, long-standing domestic labor reforms. These began with the 2017 constitutional amendment and included Mexico’s ratification of ILO Convention 98 in 2018 and sweeping 2019 changes to the Federal Labor Law. Key elements of Mexico’s reform included the establishment of the Federal Center for Conciliation and Labor Registration (CFCRL) to ensure transparency in union and contract registration; the replacement of politically influenced labor boards with independent labor courts; the introduction of union democracy measures like secret ballots; and the mandatory legitimization of over 500,000 collective bargaining agreements by direct and secret worker vote, a process completed in 2023. These reforms laid the groundwork for the implementation of the RRM, aligning Mexico’s labor standards with its international commitments. The Legal Framework: Annexes 31-A and 31-B Unlike traditional trade dispute mechanisms, which are cumbersome and politically sensitive, the RRM is intentionally designed to be fast and focused: 1.- The RRM can be triggered based on a presumption of a denial of rights, particularly freedom of association and collective bargaining, at a covered facility. The U.S. and Canada have established internal procedures to vet such complaints, with a 30-day window from receipt to determine admissibility. This internal determination precedes a formal request to Mexico. 2.- Once a complaint is deemed admissible, the U.S. or Canada must submit a formal review request to Mexico via the Ministry of Economy (SE), the designated point of contact under the USMCA. Importantly, in Mexico, a complaint may be initiated without prior adjudicative findings. In contrast, the U.S. and Canada require that the facility in question have already been subjected to a compulsory order from their respective National Labor Relations Boards before a reciprocal complaint against Mexico can be filed—highlighting a structural asymmetry in enforcement. 3.- Upon receiving a formal request, Mexico has 45 days to investigate and determine whether a denial of rights has occurred. This includes gathering evidence, engaging stakeholders, and issuing a written position. 4.- If a denial of rights is found, a State-to-State consultation process will be opened within the next 10 days to produce a remediation plan. 5.- If the complaining party is not satisfied, it may notify Mexico, through the Ministry of Economy (SE), of its intention to impose trade sanctions unilaterally, with 15 days’ notice. At this point, Mexico may invoke a labor panel to resolve the matter. During this phase, trade sanctions are suspended until the panel issues its ruling. Notably, Canada or the U.S. may delay the settlement of customs accounts tied to the implicated facility even before a denial of rights is legally established, exerting economic pressure during the investigative stage. 6.- Labor panels are tripartite, impartial bodies composed of labor law experts selected by lottery from pre-approved rosters. Once convened, the panel has 5 business days to confirm jurisdiction by verifying: Identification of the workplace, relevant legal violations; and sufficient supporting evidence. From day 5 onward, the panel may request that Mexico conduct an on-site verification, which includes: Documentary reviews, worker interviews and other investigatory steps as justified. The day after the panel requests an on-site verification, the SE will inform the workplace owner, who will have 7 business days to consent. If they refuse, the panel may automatically affirm a denial of rights, significantly raising the stakes for non-cooperation. If accepted, the inspection must be completed within 30 days, and the panel has 30 days from its formation or the end of the verification to issue its final determination. Labor Reform or Leverage? The RRM’s Role in Cross-Border Accountability The RRM has already contributed to an undeniable shift in labor culture and corporate accountability in Mexico. Its deterrent effect—encouraging employers to preemptively clean up labor practices—may be just as impactful as the 31 cases that have gone to formal review4; however, despite its innovation, the RRM has raised concerns: Sovereignty: Some Mexican stakeholders view the mechanism as allowing foreign intervention in domestic labor affairs. While the Mexican government retains primary jurisdiction, the possibility of U.S. or Canadian oversight is politically sensitive. One-Sided Enforcement: The mechanism currently applies only to Mexican facilities, as neither the U.S. nor Canada have undergone similar scrutiny under the RRM, specially because of the condition to go through the National Labor Relations Boards of USA or Canada. Nationalist goals: The evident asymmetry between the RRM process for USA and Mexico has been exploited to protect domestic industries
Is “Private” the new “Public”? The End of IPO-exits as we know them.
IPO windows can reopen quickly, and the past year has proved that point. Recent data from Pitch Book shows a rebound in U.S. sponsor-backed listings, with 2025 on track to be the strongest year since 2021. Roughly 59% of these issuers are trading above their offering prices, with sectors like energy, infrastructure, and financial services leading the resurgence. Yet these deals remain selective, concentrated, and exposed to macroeconomic volatility. They mark a cyclical uptick, not a structural reversal. For Founders globally, IPOs are no longer the inevitable liquidity path but one tactical tool among many. Liquidity, price discovery, and governance are increasingly negotiated privately through secondary transactions, structured processes, and disciplined valuation strategies. This shift reflects a new equilibrium where public-market scrutiny coexists with private-market structure, and where Founders must navigate strategic trade-offs deliberately to preserve flexibility, control, and value. This article analyzes this structural shift and outlines how Founders can use secondaries and valuation processes as strategic levers, anchored in clean process, strong governance, and defensible execution. Private markets are no longer the exception; they have become the core of how capital forms and circulates globally. Valuations, Secondaries, and the New Private Market Private markets have moved to the main stage. Companies like Open AI, Stripe, and SpaceX now set headline-grabbing valuations while regulators retrofit disclosure-heavy rules built for public markets to the opaque and fast-moving reality of private capital formation. The legal question is no longer whether private markets are like public markets, but how to preserve pricing integrity, manage conflicts, and protect stakeholders without dulling the control and flexibility advantages of staying private. Put differently: valuations and secondaries have become twin pillars of a new private-public equilibrium, where ownership, control, and staged liquidity are negotiated on founder-driven terms. This new dynamic has turned valuation into more than a pricing exercise and secondaries into more than a liquidity tool. Valuations now shape governance, deal strategy, and investor signaling, while secondaries give Founders flexibility to manage ownership and timing on their own terms. Together, they define how value is distributed, who stays at the table, and how long companies can choose to remain private. The shift: staying private is becoming the default The last decade entrenched an issuer choice regime: successful private firms can raise deep pools of capital, stage liquidity, and remain private indefinitely; going public is a choice, not a necessity. Secondary markets ranging from company led tenders to GPled continuation funds now perform some of the public market’s core functions, most notably price discovery and liquidity. Mutual funds invest in mature private firms; latest age financing round that look more like a good IPO set reference prices; and platforms like Forge, Car tax, Nasdaq Private Markets, among others, have improved intermediation for private share transfers. In this environment, the category “public company” has grown less coherent, and the tradeoffs Founders face between “public” and “private” have become highly firm specific. Private markets have absorbed functions once associated with public markets, while public markets have imported private style governance devices such as dual class stock and shareholder agreements. The collapse of the SPAC boom only accelerated this trend. As an exit vector, SPACs briefly promised a “third way,” but regulatory response, litigation risk, and market discipline have largely restored SPACs to a niche. Continuation funds, reorganized portfolios, and structured secondaries stepped into the gap. For venture backed companies, the consequence is straightforward: in today’s environment, secondaries are often a more realistic route to recurring liquidity than an IPO timetable that is beyond any one company’s control. What secondaries are and why they matter Secondaries operate at three levels: LP-led, GP-led, and company-level transactions. LPled deals: a limited partner sells its interests in one or more private funds to a buyer that assumes the remaining obligations and economics. GPled transactions (continuation funds and related recapitalizations): the sponsor creates a new vehicle to acquire one or more assets from an existing fund, offering existing LPs a choice to sell or roll and often bringing in new capital aligned to a longer hold. Company level secondaries: private company securities are sold by insiders, employees, or early investors, sometimes alongside a primary raise. For Founders, these mechanisms deliver three concrete benefits. First, liquidity and retention: staged liquidity supports recruitment and retention by allowing employees and early builders to realize value without forcing a premature exit. Second, price signals: carefully designed tenders and market checked processes can validate (or challenge) internal valuations, inform option pricing, and calibrate future financing strategy. Third, capital structure management: can refresh the cap table, consolidate small positions, and introduce aligned, value add holders while honoring transfer restrictions and information controls. The valuation tension: fair value versus negotiated price Founders live in two valuation regimes at once. On the one hand, negotiated round prices and secondary tender prices that reflect momentum, optionality, and bargaining dynamics, and represent how much control is given up.9 On the other, fair value marks are produced for financial reporting, fund net asset values (NAVs), or specific tax compliance regimes (such as 409A in the U.S.) using formal valuation frameworks. The gap between them is usually material. Empirical research consistently shows that headline post money valuations of venture backed companies often overstate fair value when the protective terms embedded in preferred stock, liquidation preferences, participation, IPO ratchets (contractual anti-dilution or price-adjustment mechanisms that protect investors if an IPO occurs at a lower valuation than expected), and conversion vetoes are ignored. Adjusting for those terms, the implied value of common equity can be substantially lower than the headline valuation.10 That does not invalidate negotiated pricing; it highlights that different instruments (preferred versus common) and different contexts (a competitive round versus a technical mark) price distinct economic rights. For Founders, the practical implication is twofold. First, be intentional about which valuation you are signaling, to whom, and why. A company run tender that prices at or near the most recent preferred round sends a different message than a narrow, negotiated block sale at a discount. Second, document the rationale. Even if you are not a registered public company, regulators and counterparties increasingly expect public like process discipline. Well organized valuation files, methodology, discount rationales, and board materials can help align expectations, support auditor and fund LP reviews, and reduce the risk of criticism. The
KLIP and the Future of Legal Strategy: What the Chicago Seven Can Teach Us About Information Overload
Every generation of lawyers has faced the same question: how do you find truth in a sea of information? From handwritten depositions and boxes of evidence to terabytes of digital data, the legal profession has always wrestled with complexity. But never before has that challenge been so immense—or the tools so powerful. Today, case files are no longer just stacks of paper; they’re sprawling ecosystems of documents, emails, text messages, videos, and digital transcripts. Managing that volume while maintaining clarity, confidentiality, and consistency has become one of the profession’s defining challenges, where technology, when done right, can redefine the craft of lawyering. Lessons from a Landmark Trial To see how far we’ve come, and how far we still have to go, it’s worth revisiting one of the most turbulent and revealing trials in modern history: The United States v. Dellinger et al., better known as the Chicago Seven trial. In 1969, the federal government charged a group of anti–Vietnam War activists with conspiracy and incitement to riot following protests at the Democratic National Convention. The proceedings were as much a reflection of the political climate as they were a test of the justice system’s ability to manage chaos. The trial became a cultural flashpoint, blending politics, free speech, and public dissent into an explosive courtroom drama that spanned months. The courtroom itself was a theater of contradictions. Thousands of pages of testimony, conflicting eyewitness accounts, and hundreds of motions created an almost unmanageable web of information. Witness contradictions were buried deep in transcripts. Precedents were debated in real time. Attorneys were forced to balance strategy with improvisation as new evidence surfaced daily. Behind every argument was a mountain of paper, and behind every missed connection, a lost opportunity for clarity. What If the Chicago Seven Had Modern Tools? Now, imagine if that same case were to unfold today. Instead of combing through boxes of handwritten notes, the defense could instantly search across every deposition, motion, and prior ruling. Contradictory testimony could be identified within seconds. Each attorney could view, annotate, and collaborate on the same secure digital workspace—eliminating the silos that slow strategy and weaken communication. That’s the kind of transformation the legal world is now experiencing. And it’s what platforms like KLIP are built to enable—not as a replacement for legal expertise, but as an amplifier of it. The Next Era of Legal Intelligence The truth is many “AI-powered” tools in the legal market promise transformation but deliver little more than automation. They make it faster to find files or summarize text, but they stop short of enhancing real insight or strategy. They digitize workflows but rarely understand them—offering speed without substance. KLIP takes a different approach. It’s designed around how attorneys actually think and work: building arguments, testing credibility, managing client data, and weaving evidence into coherent narratives. It’s not about replacing lawyers; it’s about empowering them to see patterns, contradictions, and connections that would otherwise remain hidden. KLIP combines several capabilities that make it stand out in this evolving landscape: Purpose-Built AI Agents – Instead of using generic, one-size-fits-all models, KLIP allows firms to deploy secure AI agents trained exclusively on their internal documents and case files. Each agent operates within the firm’s private environment—no leaks, no shared data, and no external training pools. Multi-Modal Intelligence – Modern cases involve more than Word documents. KLIP can interpret contracts, PDFs, transcripts, exhibits, and multimedia files, integrating them into a single, searchable, and analyzable ecosystem. It’s built to handle complexity, not avoid it. Accuracy + Speed – Rather than returning broad or shallow results, KLIP’s intelligence engine cross-references context, precedent, and evidence with remarkable precision. It doesn’t just retrieve information, it helps attorneys understand why it matters. Unified Collaboration – Law firms often juggle multiple tools for research, client communication, and document management. KLIP consolidates these into a single secure environment, seamlessly blending collaboration, AI interaction, and client data rooms. Beyond Automation: Building Strategic Clarity Consider how this might have changed the Chicago Seven trial. A KLIP-enabled defense team could have uploaded every transcript, deposition, and motion into the platform. Within minutes, it would identify patterns in testimony—where witnesses contradicted themselves or where prosecutorial statements deviated from earlier filings. Attorneys could generate cross-examination strategies directly from those insights. Expert witnesses could collaborate remotely in a secure workspace, seeing real-time updates without compromising confidentiality. That’s not about speed for its own sake; it’s about clarity—and clarity is what wins cases. Had such technology existed then, the defense could have reframed the narrative more quickly, highlighting inconsistencies that were otherwise obscured. The verdict might not have changed, but the process would have been more transparent, more strategic, and arguably more just. From Historical Lessons to Modern Demands The Chicago Seven trial may seem worlds away from the digital legal battles of today—yet its themes are more relevant than ever. In an age where data is limitless, but attention is finite, the challenge isn’t just managing information; it’s transforming it into actionable knowledge. Litigators, in-house counsel, and transactional attorneys now face a similar dilemma: information overload. Whether it’s a high-profile criminal defense, a billion-dollar merger, or complex IP litigation, the question remains the same—how do you make sense of it all, quickly and confidently? Technology, when thoughtfully applied, doesn’t diminish the art of lawyering; it enhances it. It gives attorneys back the one resource that matters most, time. Time to think strategically. Time to craft arguments. Time to serve clients with precision. KLIP’s Role in the Modern Legal Ecosystem KLIP isn’t a magic wand—it’s a framework for better thinking. Its search and interaction features are designed not to replace the lawyer’s instinct, but to refine it. Attorneys can engage conversationally with their data: ask nuanced questions, surface relevant context, and explore new connections—all while maintaining complete control over confidentiality and accuracy. A new kind of partnership between lawyer and machine—one built on trust, not dependency. Instead of automating decisions, KLIP strengthens them. As firms adapt to new expectations—faster client turnarounds, growing
CROSS BORDER ENFORCEMENT OF JUDGMENTS – AN OVERVIEW
In recent decades, international trade has seen significant growth due to a combination of technological advancements and the reduction of trade barriers. Innovations in transportation and communication technology have made it easier and cheaper to move goods across borders. Additionally, trade agreements and organizations, like the World Trade Organization, have played a crucial role in lowering tariffs and promoting free trade. Increased cross-border trade can lead to more complex contractual relationships, and with that complexity often comes a higher likelihood of disputes. Different legal systems, cultural differences, and varying regulations can all contribute to misunderstandings or disagreements between parties. The biggest fear of a potential Claimant when commencing cross boarder litigation is whether, if successful, the Claimant would be able to enforce the judgment in the jurisdiction where the Defendant is present. To the Claimant, there will be little commercial sense to expand costs and time only to obtain a paper judgment which cannot be enforced against the Defendant in its jurisdiction. Under the common law rules, there is a long-standing requirement that before a foreign judgment is recognized and enforced, it must be established that the foreign court had jurisdictional competence to deliver the judgment. It is immaterial that the foreign court had jurisdiction pursuant to the laws of its jurisdiction but rather the jurisdiction of the foreign court must be established pursuant to English conflict of laws rules. The common law approach has been heavily criticized for being very narrow in the recognition and enforcement of foreign judgments in the United Kingdom. The other issue that has been raised in relation to the common law rules is that it indirectly protects judgment debtors from liability in a foreign jurisdiction. This situation was most notable in Adams v Cape Industries Plc, a leading case on separate legal personality and limited liability of shareholders where the employees of Cape Industries who developed a serious health condition due to the poor working conditions at a subsidiary of Cape Industries, could not seek damages as the judgment obtained by the employees in that foreign jurisdiction was not recognized and enforced by the English courts. In the European Union, the Brussels Convention 1968 was the first piece of legislation formulated to govern matters of jurisdiction and the recognition and enforcement of a foreign judgments in civil and commercial matters. The Brussels Convention was later replaced by the Brussels Regulation in 2002 and was revised in 2012 and is now known as the Brussels Recast Regulation. The Brussels II Regulation was also adopted in 2003 which concerns the jurisdiction of courts and the recognition and enforcement of foreign judgments in matrimonial and family matters. On recognition and enforcement, Article 36 and Article 39 of the Brussels Recast Regulation succinctly puts it that any judgment given in any European Union Member State shall be recognized and enforced in any other European Union Member State without the need to adhere to any special rules. The Hague Convention on the Choice of Court Agreement was adopted on 30 June 2005 under The Hague Conference of Private International Law and is enforceable in all European Union Member States from 1 October 2015. It is a set of rules which deals with exclusive choice of court agreements and the recognition and enforcement of those judgments. Article 8 of the Hague Convention makes it clear that a judgment given by a court selected in an exclusive jurisdiction agreement shall be recognized and enforced by other Contracting States and the enforcing court shall not review the merits of the selected court. Another product of the Hague Conference on Private International Law is the recent Hague Convention on the recognition and enforcement of foreign judgments in civil or commercial matters which came into force in 2019. The Hague Convention on Judgments can be said to be a significant improvement from the Hague Convention as The Hague Convention on Judgments lists out in clear terms the situations in which a court in a Contracting State may recognize and enforce a foreign judgment. This clear and organized list is a breath of fresh air as it sets out clearly the requirements an enforcing court would need to look out for in finding that a judgment is eligible for recognition and enforcement. The Brussels Regulations, The Hague Convention and the Hague Convention on Judgments are all instruments that have been adopted to govern jurisdiction, recognition and enforcement of foreign judgment in civil and commercial matters applicable between European Union Member States and Contracting States outside the European Union. However, there is a lack of uniformity or predictability that can be applied across the board in recognizing and enforcing foreign judgments. At best, the Hague Conventions offer a seemingly clear and uniform set of rules which any party around the world could utilize in recognizing and enforcing foreign judgments.
“Maria1” is “Maria”, or Would AI promptly say otherwise?
Maria is not a statistical datum; she is a subject of rights. Categorized by algorithms yet not understood by them. Her resilience, her origins, her history; elements that should be recognized in all their complexity are often reduced to risk variables, exceptions, or noise. Rendered invisible in data, marginalized by patterns, Maria represents womanhood: strong, combative, and, often, misaligned with the predefined models of Artificial Intelligence (AI) and its multifaceted expressions. In these terms, if the legal universe were a stage, AI technologies would undoubtedly take center spot. It is common knowledge in this sphere that AI is and – spoiler alert! – will continue to be the protagonist when the discussion revolves around the triad of innovation, rights, and regulation. Maria is complex; Maria is multifaceted. However, so-called discriminatory biases bring to light a heated debate, fueling legal discourse on the matter. The increasing adoption of AI systems in sensitive areas, such as public safety, employment recruitment, criminal justice, credit approval, social benefits, among others, has revealed a concerning layer of technology: the reproduction and amplification of algorithmic biases that disproportionately affect historically marginalized groups. Despite being presented as advanced and objective tools, these systems are built on datasets often marked by structural inequalities, including racism, sexism, and socio-economic exclusion. Beforehand, it is worth noting that, according to the Department of Computer Science at Stanford University, AI is “the science and engineering of making intelligent machines, especially intelligent computer programs” (NATIONAL GEOGRAPHIC, 2023). In other words, these so-called “intelligent machines” or even “robots” aim to execute tasks and processes characteristic of human behavior, reproducing human intelligence through algorithmic learning from past experiences, known as “Machine Learning”. Given this context, it is necessary to promptly identify the various biases embedded in AI systems, many of which are considered discriminatory and directly impact fundamental human rights. These biases challenge the very structure of the internationally recognized and protected human rights framework, raising substantial regulatory challenges both globally and within Brazil’s emerging legal debate. In her book Weapons of Math Destruction: How Big Data Increases Inequality and Threatens Democracy (2016), Cathy O’Neil categorizes certain algorithms as “Weapons of Math Destruction” (WMDs) due to their opacity (“black box” nature), mass impact, and their potential to amplify social inequalities. Though seemingly neutral and objective, these systems are fed by biased historical data, which leads them to reproduce and reinforce racial, gender, and class prejudices, thereby violating fundamental rights. Operating from the premise that society itself is inherently biased, other scholars contribute enriching perspectives to this ongoing discussion. In the article Why Fairness Cannot Be Automated (Computer Law & Security Review, 2021), Sandra Wachter, Brent Mittel Stadt, and Chris Russell of the Oxford Internet Institute criticize attempts to address algorithmic bias solely through technical “fairness” metrics. For these authors, “fairness” is a legal and moral concept that cannot be automated by statistical measures such as equal opportunity or demographic parity. They highlight the tension with European anti-discrimination law, which is grounded in individualized treatment, and rejects the legitimization of discrimination through seemingly favorable aggregate statistics. Accordingly, while these metrics may be valuable in engineering contexts, they are legally insufficient within the European framework. However, it is worth noting that the ‘Old European Continent’ is not so old when it comes to addressing this issue, while it has proven anything but outdated in its approach. Quite the opposite, Europe Union’s AI Act (2024) and General Data Protection Regulation (GDPR, 2016) demonstrate advanced and innovative regulatory frameworks with growing concern for algorithmic bias and discrimination. The AI Act, for instance, mandates that data used to train AI systems must not reinforce historical discrimination. This requirement compels companies to reassess their models before entering the European market, with detailed provisions on bias, oversight, and potentially strong sanctions enforced by competent authorities. Moreover, the GDPR addresses automated individual decision-making, including profiling. Brazil, in contrast, still lacks a specific AI law. However, regulation is under debate through the proposed Bill No. 2,338/2023, drafted by a commission of jurists and currently under consideration in the Senate. The Bill outlines general principles such as non-discrimination, transparency, accountability and explain ability regarding algorithmic discrimination. It also includes provisions for risk analysis and impact assessments for high-risk systems, similar to the European standards. In the United States, regulation remains more fragmented and sector-specific, as there is no unified federal AI law. Instead, civil litigation and regulatory agency action, driven by strong civil society advocacy, guide the approach. Federal agencies are pressured to ensure greater algorithmic equity across sectors such as public services, employment practices, and facial recognition, seeking to mitigate the risks posed by discriminatory AI biases. Globally, there is a growing consensus on the need for ethical data treatment and human oversight, particularly in decisions that affect fundamental rights. This happens because the realm of human rights is breached when AI systems operate based on probabilities and generic patterns, triggering exclusionary automated decisions without considering individual context, relying solely on mathematical justifications that lack legal grounding from the perspective of fundamental rights frameworks. There are, unfortunately, numerous real-world examples across diverse domains, including criminal justice, education, labor markets, and police surveillance, which underscore issues such as racial bias, lack of explain ability, socio-economic inequality, privacy violations, and gender discrimination. One particularly emblematic case involves a major Tech Company that developed an AI system to automate résumé screening. The algorithm, however, began to reject female candidates, favoring male applicants because it had been trained on the company’s own historically male-dominated data. As a result, the system was internally scrapped in 2018 before public release, exemplifying how biased historical data can perpetuate discrimination. This historical context conveys important messages about social biases and distorted algorithmic forecasting, leading to stereotyped and discriminatory outcomes. One must then ask: How – and from whom – are these AI systems learning? The answer, though complex, is relatively straightforward: from people. And people are embedded in a society marked by inequality and bias, which inherently amplifies the risk of
DEMOCRACY AND JUSTICE
In democratic countries, their Constitutions are a series of first-order mandates. It is the will of the people translated into words with enough force to dynamite one Constituted Power and, in its place, form another, with the same name, but ultimately different. Constitutions should be constructed from the law, for the law, in protection of the law, and with the neutrality of the law. This latter task is impossible if their creators or reformers are not neutral jurists, but politicians with deeply rooted ideologies. Constitutions, although they are supreme laws, are loaded with political decisions, which, in itself, is not a bad thing; the problem begins when they are not conceived from the neutrality of a rule of law designed to achieve justice for the population. In Mexico, a reform to the Constitution was recently carried out, although it was publicly known within the institutions that it was necessary to force, through apparently undue pressure, key votes from senators from other political parties. The reform basically consisted of placing dynamite in the columns of a Constituted Branch, such as the Judiciary; the lighting of the dynamite was scheduled for June 2025 and was called “judicial elections.” Judicial elections are historic, but not positively historic. In Mexico, federal judges have been elected through competitive examinations for some time now. The competitive examinations are very rigorous and conducted in stages; therefore, many of the public servers who gained access to the position of judge, in addition to their vast experience, had also prepared themselves years before the examinations were held. These are known as career judges. While the competitive examination system for accessing the position of judge is not perfect, it did guarantee that the most qualified candidates were selected. Thus, the people, who operate within a democratic system, did not elect their judges by direct vote, which is not undemocratic and, furthermore, guarantees a trial by someone not only qualified but also knowledgeable in the intricacies of the courts and tribunals. But why the destruction of a constituted branch of government in Mexico? In early 2019, I had the opportunity to attend a national meeting of Federal Judges Coordinators (I was the coordinator for my area). The meeting was convened by the then Chief Justice of the Supreme Court of Justice of the Nation and the Federal Judiciary Council—the collegial body that administers the Federal Judicial Branch—Arturo Zaldívar Lelo de Larrea. Minister Zaldívar’s administration of the Federal Judicial Branch coincided with the first four years of the government of constitutional president Andrés Manuel López Obrador. Outside the chamber, our cell phones were confiscated; this level of secrecy drew attention. Already at the meeting, Justice Arturo Zaldívar told the magistrates and coordinating judges that the people had spoken in the last presidential and legislative elections, saying that the people wanted change, and therefore, he said, the Judiciary could not be exempt. He also mentioned that if the Judiciary was not reformed from within, it would be reformed from without, because the government had sufficient political power to achieve it. He also warned that within the government, there were radical groups seeking a reform that would truly affect the members of the Federal Judiciary. For his part, former President Andrés Manuel López Obrador, among his various campaign promises, had one in particular directed at the Federal Judiciary: to lower the salaries of Ministers, Councilors, Magistrates, and Judges. It was with the Federal Law on the Remuneration of Public Servants that an attempt was made to reduce the salaries of the Federal Judiciary. However, amparo lawsuits were filed by those affected. In Mexico, the amparo lawsuit is the preeminent means for the protection of human rights. As fate would have it, I was assigned to decide on the first amparo lawsuit against salary cuts. It was brought by a then-serving judge. I knew any decision would cause a stir for many reasons: 1. A federal judge ruling on an issue that was detrimental to him. 2. It was a campaign promise of the ruling political party. 3. The Constitution establishes that no public server can have a higher salary than the President of the Republic, but it also establishes that federal judges’ salaries cannot be reduced. The injunctions continued, and some federal judges, like myself, granted the injunction to prevent the salary of another colleague from being reduced. Legal action was presented in the Mexican Supreme Court, which ordered, for the time being, that the challenged law not be applied and, therefore, that salaries not be reduced. Also due to fate, when I was a judge in Mexico City, I was responsible for coordinating the Economic Competition judges (there are only three courts for the entire country). In my capacity as coordinator, I was invited to Justice Arturo Zaldívar’s last meeting, which took place at the end of 2022. It should be mentioned that Justice Arturo Zaldívar’s administration was highly criticized within the Federal Judicial Branch due to its closeness to the Executive Branch. At the meeting, Justice Arturo Zaldívar explained that during his tenure, the salaries of magistrates and judges had not been reduced by a single cent (in which he was right). This task was not easy, as it involved various negotiations with the ruling political force. He basically asked that this achievement be recognized. What is a fact is that during the entire term of former President Andrés Manuel López Obrador (December 1, 2018, to September 30, 2024), the salaries of federal judges were not reduced, which meant he failed to fulfill his campaign promise. Former President Andrés Manuel López Obrador felt attacked by the Federal Judiciary, which he openly expressed. In his morning press conferences, he projected the names of the federal judges who issued many decisions that, in his view, constituted an attack on his government. His emblematic projects, such as the cancellation of the new Mexico City airport, the construction of the new Santa Lucía airport, and the construction of the Maya Train, were delayed because some judges ordered
Non-litigious Litigation: Strengthening the Rule of Law through Judicial Review
Indonesia’s legal landscape is dynamic yet entangled. Beneath the surface of abundant legislation lies a persistent structural problem: overlapping, inconsistent, and linguistically obscure regulations. The consequence is uncertainty—where even public officials struggle to determine which rule governs and how it should be applied. As a practitioner in constitutional and administrative law, I have seen that one of the most effective ways to untangle this web is through judicial review—a form of non-litigious litigation. Judicial review before the Constitutional Court (Mahkamah Konstitusi) and the Supreme Court (Mahkamah Agung) allows the judiciary to restore order to Indonesia’s legal hierarchy without waiting for political compromise or the slow legislative process. Looking ahead, the system can be strengthened by improving transparency in the Supreme Court’s judicial review and introducing a constitutional-complaint mechanism at the Constitutional Court—creating a more balanced and responsive architecture of constitutional justice. Overlapping and Obscure Regulations Indonesia’s hierarchy of norms—from the 1945 Constitution to regional regulations—continues to produce 3 recurring forms of disorder: horizontal overlap, vertical inconsistency, and linguistic obscurity. Horizontal Overlap Conflicts often emerge between regulations of equal rank enacted by different sectors. A clear example appears between Law No. 12 of 2012 on Higher Education and Law No. 17 of 2023 on Health. Article 24 paragraph (2) jo. Article 1 point 2 of the Higher Education Law limits the organizer of professional programs—including medical-specialist education—to colleges (perguruan tinggi). In contrast, Article 187 paragraph (3) of the Health Law introduces hospitals, in cooperation with colleges, as organizers. This expansion generates uncertainty over the division of roles, accreditation, and supervision between universities and teaching hospitals. A similar overlap exists in defining “state finance (keuangan negara)”. Law No. 17 of 2003 on State Finance adopts an expansive concept covering assets of state-owned enterprises (SOEs), while Law No. 19 of 2003 on SOEs defines them as independent legal entities with separate assets. This tension has led to conflicting interpretations in corruption cases and audits, where the line between public and corporate assets remains contested. Together, these examples show how horizontal inconsistencies at the statutory level weaken legal certainty and blur institutional accountability. Vertical Inconsistency Vertical inconsistency arises when subordinate regulations deviate from their parent statutes. The Committee of State Receivables Management (PUPN), established under Government Regulation in lieu of Law No. 49 of 1960 on PUPN, saw its powers significantly expanded by Government Regulation No. 28 of 2022 on Management of State Receivables by PUPN, introducing enforcement mechanisms not contemplated in the 1960 framework. This raises ultra vires concerns and blurs the boundaries of lawful delegation. A further example appears in the regularization of forest areas (penertiban kawasan hutan). Articles 110A and 110B of Law No. 18 of 2013 on the Prevention and Eradication of Forest Destruction, as amended by Government Regulation in lieu of Law No. 2 of 2022 on Job Creation, establish mechanisms for administrative settlement of past land-use violations within forest zones. Yet Presidential Regulation No. 5 of 2025 on Forest Area Regularization goes further by introducing a new sanction—repossession (penguasaan kembali)—not envisaged by the parent law. This illustrates how lower level regulation can quietly expand state authority and alter the balance of rights and obligations originally set by laws. Linguistic Obscurity Even when hierarchy is respected, ambiguity in legislative language can still derail justice. A striking example is Article 14 of Law No. 31 of 1999 on the Eradication of Corruption Crime, as amended by Law No. 20 of 2001 (Anti-Corruption Law), which enables an expansive application of corruption offences beyond those originally defined. The provision’s vague syntax and circular logic have long caused confusion. In Circular Letter No. 7 of 2012, the Supreme Court acknowledged two competing interpretations and noted plans for internal revision. Yet the article remains unrevised, continuing to blur the boundary between general and sectoral criminal liability. I am currently contesting Article 14 before the Constitutional Court, seeking a definitive interpretation that restores the principle of legality and prevents indiscriminate extension of criminal liability. This uncertainty exemplifies how linguistic obscurity in legislative drafting can distort the reach of criminal law, threaten individual rights, and erode the credibility of anti-corruption enforcement. Judicial Review as Non-litigious Litigation Against this backdrop, judicial review functions as a disciplined, non-adversarial mechanism to correct defective norms. Petitioners do not seek compensation but legal coherence. At the Constitutional Court The Constitutional Court reviews laws (undang-undang) against the 1945 Constitution. It may annul, reinterpret, or conditionally uphold provisions. Through these powers, it acts as the guardian of constitutional supremacy, offering a rapid remedy to systemic uncertainty. A significant example is the judicial review of online-defamation and hate-speech provisions in the Electronic Information and Transactions Law, a case I had the privilege to lead. The Court narrowed the scope of those offences, emphasizing freedom of expression and proportionality in sanctions. This decision not only aligned Indonesia’s cyber-law enforcement with constitutional guarantees but also showed how judicial review refines legislative language to prevent misuse. Another landmark is Decision No. 62/PUU-XXII/2024, which eliminated the presidential threshold that had long restricted nominations for president and vice president to parties or coalitions commanding 20% of parliamentary seats or 25% of the vote. By striking down this limitation, the Court reaffirmed equal political participation and expanded democratic space for both voters and parties. The case illustrates judicial review’s role as a non-litigious instrument of structural reform, reshaping Indonesia’s political framework through legal reasoning rather than political bargaining. At the Supreme Court The Supreme Court reviews regulations below the law—government, ministerial, and regional—against higher-level regulations. Many regulatory conflicts occur here, where agencies exceed delegated authority. The Court’s annulments restore legal hierarchy and coherence. An illustrative case is the judicial review of the Minister of Industry’s Regulation on the Tobacco Production Roadmap 2015–2020, which I structured on behalf of public-health advocates. The regulation drastically increased production limits, reflecting regulatory capture by commercial interests. The Supreme Court granted the petition, annulling the regulation and affirming that industrial policy cannot override public health. The ruling reframed tobacco not merely as an economic commodity but as a constitutional concern, showing how judicial review can curb executive excess and safeguard public welfare. Yet a major institutional gap
CSDs Between the past and the future
Financial Market infrastructure entities (FMIs) like central securities depositories (CSDs) are at the core of the financial system and critical for financial stability. CSDs are essential for the proper functioning and security of financial instrument markets. They play a key role in maintaining the integrity of securities issues from fraud and loss. They provide three core services notary services, central securities accounts maintenance services, and security settlement systems. In addition to auxiliary services such as supporting the processing of corporate actions, tripartite collateral management, the organization of a securities lending mechanism between its participants, services to issuers. The CSDs are also active participants in the integration of financial markets by establishing links between CSDs as a way for participants in a given market to be able to access securities issued in other jurisdictions. In the second annual survey of the World Forum of CSDs (WFC) which is composed of the five regional Central Securities Depositories (CSD) associations, i.e., Asia- Pacific CSD Group (ACG), Americas’ Central Securities Depositories Association (ACSDA), Association of Eurasian Central Securities Depositories (AECSD), Africa & Middle East Depositories Association (AMEDA) and European Central Securities Depositories Association (ECSDA), in their Fact Book dated 2019, it cited that from the 100 CSDs responded to the survey, 56 CSDs mentioned that they have links with other CSDs. Those links to make cross-border trade and settlement and to create full interoperability between different domestic systems and to access systems outside the domestic market with respect to each party regulatory requirements and multiple legal regimes which are considered from the beginning in their memorandum of understanding and conventions. Recent technological innovation has made this integration process realistic as countries continue to adopt international standards and conventions (International Securities Identification Number (ISIN) standards or Bank Identification Codes (BIC)), and have considerably increased investments in straight through processing (STP) solutions (SWIFT or FIX (Financial Information eXchange) protocols). Because of the central role central securities depositories play, it is important that the intermediaries be structurally, financially and operationally sound. This requires proper supervision by the public sector, an adequate capital base, rigorous risk management tools and business recovery plans. CSDs can vastly improve the efficiency, transparency, and safety of financial systems but also concentrate systemic risk. If not properly managed, they can be sources of financial shocks, such as liquidity dislocations and credit losses, or a major channel through which shocks are transmitted across domestic and international financial markets. CSDs Traditional vs Disruptive business model The world of finance is evolving drastically. CSDs are required to find opportunities to grow and to have an effective impact on the market, start providing services beyond their conventional area of business, and seek to meet the expectations of their clients and regulators. Diversification is affecting financial metrics and service level, cost management, market needs, and the regulator’s mission to ensure evolution of the domestic market are among the crucial drivers of diversification. They need to ensure global integration, attract foreign investors, or provide more opportunities to local investors. They must seek to disrupt their current business model. Previously, it took them more than a decade to conduct the dematerialization of share certificates from physical state. Some of them were the monopolist of this industry relying on their current legislation. They had the time needed to invest and cope with technological changes and their repercussions to offer sustainable services to all stakeholders. In this era, technological innovation and digitization will be both challenges and opportunities for CSDs. Regulators and the infrastructure should maintain their competitiveness, including in front of FinTech businesses. Many competitors are facing CSDs and are creating a parallel financial market infrastructure using the internet of value. Fintech technologies like blockchain, Distributed Ledger Technology and tools like tokenization which are based on these new technologies are the next step in the evolution of the way securities are cleared, settled. In the European Union T+1 Industry Committee summit held in Brussels, 3 July 2025, the committee presented its high-level roadmap to guide market participants through the transition to a shorter securities settlement cycle, scheduled for implementation on 11 October 2027. It reflects their commitment towards innovation and aligning European markets with global best practices to attract international investors. The technological improvements needed to the core functions of traditional CSDs All the functions – settlement, registration, custody, and asset servicing- performed by a CSD in a transaction can now be performed using blockchain technology. And the aspect of blockchain technology that underpins these functions is the digitalization of securities, or tokenization. To remain relevant in this new era of finance, CSDs need to adapt to tokenization of securities. (Tokenization simply refers to the digitalization of securities. The ownership of the security is associated with a digital token on a distributed ledger, and the ownership can only be transferred with the transfer of the token, and vice-versa.) Tokenization is the next step in the evolution of securities are cleared and settled. The transparent nature of the distributed ledger technology (DLT), which powers DeFi (Decentralized Finance) and tokenization, ensures that transactions can be traded, cleared and settled directly between a buyer and seller. This facilitation of peer-to-peer transactions, without an intermediary to facilitate the exchange. The exchange is facilitated in real time, in the internet of value without the use of legacy technology that relied on SWIFT messages. The most impactful Fintech-led innovation on CSDs: Digital cash. Blockchain technology, a distributed ledger technology (DLT) that maintains records on a network of computers, but has no central ledger. Smart contracts, which utilize computer programs (often utilizing the blockchain) to automatically execute contracts between buyers and sellers. Open banking, a concept that leans on the blockchain and posits that third-parties should have access to bank data to build applications that create a connected network of financial institutions and third-party providers. Reg-tech, which seeks to help financial service firms meet industry compliance rules, especially those covering Anti-Money Laundering and Know Your Customer protocols which fight fraud. Cybersecurity, given the proliferation of cybercrime and the decentralized
