On February 10, 2026, the California Uniform Antitrust Premerger Notification Act was signed into law. California has thus become the third state to adopt the Uniform Antitrust Premerger Notification Act (Uniform Act),...more
2/24/2026
/ Antitrust Provisions ,
California ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Filing Requirements ,
Hart-Scott-Rodino Act ,
Merger Agreements ,
New Legislation ,
Pre-Merger Filing Requirements ,
Premerger Notifications ,
State Attorneys General ,
State Legislatures ,
Threshold Requirements
On January 15, 2026, Letitia James, the New York attorney general (NY Attorney General), filed a complaint against Robert Kramer, the former CEO of Emergent BioSolutions Inc., alleging insider trading in violation of the...more
2/13/2026
/ 10b5-1 Plans ,
Department of Justice (DOJ) ,
Diversity Jurisdiction ,
Enforcement Actions ,
Federal v State Law Application ,
Insider Trading ,
Martin Act ,
Publicly-Traded Companies ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
Securities Regulation ,
State Attorneys General
In recent years, the initiation of state enforcement actions and settlements for alleged antitrust violations has rebounded from a lull in 2021 and 2022. In 2025, the states collectively filed actions or announced settlements...more
1/9/2026
/ Algorithms ,
Antitrust Litigation ,
Antitrust Provisions ,
Antitrust Violations ,
California ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
New Legislation ,
Popular ,
Premerger Notifications ,
State Attorneys General
On December 18, 2025, President Donald Trump signed the 2026 National Defense Authorization Act (NDAA). Section 8103 of the NDAA includes the Holding Foreign Insiders Accountable Act (HFIA Act), which subjects certain...more
12/22/2025
/ Filing Requirements ,
Foreign Private Issuers ,
NDAA ,
New Legislation ,
Regulatory Reform ,
Regulatory Requirements ,
Reporting Requirements ,
Section 16 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation ,
Trump Administration
On December 15, 2025, Section 340-B of New York’s General Business Law became law. Under the statute, it is illegal for owners and managers of residential property in New York state to utilize artificial intelligence...more
12/15/2025
/ Algorithms ,
Antitrust Provisions ,
Antitrust Violations ,
Artificial Intelligence ,
Competition ,
Consumer Protection Laws ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Executive Orders ,
New Legislation ,
New York ,
Property Owners ,
Regulatory Requirements ,
Residential Real Estate Market ,
State and Local Government ,
Trump Administration
On September 15, 2025, the Federal Trade Commission (FTC) announced that three directors of privately held Sevita Health agreed to step down from its board of directors in response to the FTC’s allegation that their continued...more
10/13/2025
/ Board of Directors ,
Corporate Governance ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Federal Trade Commission (FTC) ,
Hart-Scott-Rodino Act ,
Interlocking Directorate ,
Pre-Merger Filing Requirements ,
Private Equity ,
Private Equity Firms ,
Reporting Requirements ,
The Clayton Act
Contrary to some early predictions, the Trump administration appears committed to vigorous enforcement of the antitrust laws. While the Antitrust Division of the Department of Justice and the Federal Trade Commission (FTC)...more
On Feb. 10, 2025, the new premerger notification and report forms under the Hart-Scott-Rodino (HSR) Act became effective. The new HSR forms make significant changes to the reporting obligations of both acquiring and acquired...more
As 2025 begins, we cover several significant corporate governance developments that occurred in the second half of 2024 and since our Corporate Governance: 2024 Midyear Review was published in August. We first highlight...more
The Delaware Supreme Court’s recent decision in In re Match Group, Inc. Derivative Litigation (April 4, 2024) addressed two issues of significance to transactions of Delaware corporations involving their controlling...more
After a 3-2 vote on March 6, 2024, the Securities and Exchange Commission (SEC) adopted final rules for public companies requiring disclosure of climate risk and greenhouse gas emissions. Although scaled back substantially...more
After an extension signed into law in mid-January 2024, the U.S. government’s funding bills are now set to expire on March 1 or March 8, 2024. It is therefore possible once again that there will soon be a government shutdown,...more
A recent decision from Delaware highlights the importance of expressly memorializing contracting parties’ understandings and expectations in M&A transactions involving contingent earnout consideration and/or rollover equity...more
On Oct. 10, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (Exchange Act)....more
A recent posttrial decision from Delaware regarding an alleged breach of a capitalization representation in a merger agreement is noteworthy. The decision establishes that a party is within its rights to back out of a deal...more
In connection to its adoption of amendments to Rule 10b5-1 in December 2022, the Securities and Exchange Commission (SEC) released three new compliance and disclosure interpretations (C&DIs) on May 25, 2023. The new C&DIs...more
On May 3, 2023, the Securities and Exchange Commission (SEC) adopted amendments to increase disclosures for issuer repurchases of shares or other equity securities that are registered under Section 12 of the Securities...more
5/12/2023
/ 10b5-1 Plans ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Form 10-K ,
Form 10-Q ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Stock Repurchases
The Securities and Exchange Commission (SEC) recently entered into a consent order with IT services company DXC Technology (DXC) with respect to DXC’s alleged violations of the Securities Act and the Exchange Act. The SEC...more
On Feb. 15, the Securities and Exchange Commission (SEC) adopted final rule amendments to Exchange Act Rule 15c6-1 to shorten the standard settlement cycle for most securities transactions from two business days after trade...more
On Dec. 5, the Securities and Exchange Commission (SEC) announced that AT&T has agreed to a $6.25 million penalty, resolving charges brought against it under the securities rule known as Regulation Fair Disclosure (Regulation...more
On July 12, 2022, Twitter, Inc. sued Elon Musk and certain of his special purpose entity affiliates in the Delaware Court of Chancery, seeking specific performance to force Mr. Musk to close on his agreement to purchase...more
When M&A transactions end in post-closing disputes, the right to assert privilege with respect to communications that the acquired business conducted with its counsel pre-closing can be of critical importance and possibly...more
From time to time, private equity sponsors will exit a portfolio company investment by selling the portfolio company to buyers led by another fund managed by the same sponsor. Because the sponsor is essentially on both sides...more
The rapid expansion of data security and privacy laws and regulations — both in the United States and internationally — harbors the potential for substantial liability, with the consequence that cyber compliance has become an...more
12/30/2020
/ Cyber Insurance ,
Data Management ,
Data Mapping ,
Data Privacy ,
Data Security ,
Due Diligence ,
Personally Identifiable Information ,
Popular ,
Privacy Policy ,
Risk Mitigation ,
Vulnerability Assessments
On November 23, 2020, the Second Circuit Court of Appeals issued an opinion by Judge Jon O. Newman in Packer v. Raging Capital Management, reversing a magistrate judge’s summary judgment order that had found Raging Capital...more
12/1/2020
/ 16(b) ,
Beneficial Owner ,
Disgorgement ,
Enforcement Actions ,
Hedge Funds ,
Investment Adviser ,
Ownership Interest ,
Securities Exchange Act ,
Securities Regulation ,
Short-Swing Trading ,
Stock Purchase Agreement