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Foley Hoag LLP - Public Companies & the Law

SEC Extends Section 16(a) Reporting to FPI Directors and Officers and Grants Conditional Relief in Six Jurisdictions

The SEC has adopted a final rule implementing the Holding Foreign Insiders Accountable Act that, effective March 18, 2026, subjects directors and officers of foreign private issuers to the insider ownership reporting regime...more

Cadwalader, Wickersham & Taft LLP

Delaware Court Refuses to Enforce Earn-Out Condition Allegedly Frustrated by Buyer

On February 10, 2026, the Delaware Superior Court issued a notable decision in Monica, et al. v. Delta Data Software, Inc., addressing the treatment of earn-out conditions where post-closing conduct allegedly affects whether...more

Alston & Bird

SEC Adopts Final Rules on Section 16 Reporting by Foreign Private Issuers and Offers Conditional Relief

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The recently enacted Holding Foreign Insiders Accountable (HFIA) Act was designed to make the holdings and transactions of directors and officers of foreign private issuers (FPIs) more transparent. Our Securities Group breaks...more

Holland & Knight LLP

No $713 Million Deduction in Partnership Basis-Shifting Transaction

Holland & Knight LLP on

The U.S. Tax Court on February 23, 2026, issued a decision in Otay Project LP v. Commissioner sustaining the IRS' disallowance of more than $713 million in deductions attributable to a Section 743(b) basis adjustment. The...more

Hicks Johnson

Supreme Court Narrows “Arm-of-the-State” Immunity for State-Created Corporations

Hicks Johnson on

The U.S. Supreme Court’s unanimous decision in Galette v. New Jersey Transit Corp. clarifies when a state-created entity can claim interstate sovereign immunity — i.e., immunity from being sued in another state’s courts. The...more

Akin Gump Strauss Hauer & Feld LLP

Does AI Care About Caremark? Applying the Core Principles of Corporate Governance to Artificial Intelligence Integration

It started with a routine task: a mid-sized publicly traded company was preparing a quarterly earnings call. An internal team, aiming to streamline the chief executive officer’s (CEO) talking points, employed an artificial...more

Copo Strategies + Law Firm Editorial Service

This is the Best Way to Inject Storytelling Into Your Legal Thought Leadership

It’s hard to weave storytelling into many kinds of thought leadership content—but not this one. There’s a lot of talk out there about how attorneys and their firms should use storytelling in legal marketing and business...more

A&O Shearman

What a Relief: SEC Exempts Directors and Officers of Qualifying Foreign Private Issuers from Section 16(a) Reporting Requirements

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Under the Holding Foreign Insiders Accountable Act (the “HFIAA”), signed into U.S. law on December 18, 2025, directors and officers of foreign private issuers with a class of equity securities registered on a U.S. national...more

Fenwick & West LLP

CLE Takeaways: Navigating the Complexities of a Merger of Equals

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For companies contemplating a Merger of Equals (MOE), especially chief legal officers and other senior executives, understanding the unique dynamics of this transaction type is critical. ...more

Holland & Knight LLP

California's New Mandatory Venture Capital Company Diversity Reporting Requirements Go Live

Holland & Knight LLP on

California's mandatory venture capital diversity reporting program under the Fair Investment Practices by Venture Capital Companies Law is live – and the first filing deadline is fast approaching. By April 1, 2026, and...more

Thomas Fox - Compliance Evangelist

AI Today in 5: March 11, 2026, The AI Compliance is a People Risk Edition

Welcome to AI Today in 5, the newest addition to the Compliance Podcast Network. Each day, Tom Fox will bring you 5 stories about AI to start your day. Sit back, enjoy a cup of morning coffee, and listen in to the AI Today In...more

Blank Rome LLP

What Chilutti v. Uber Means for Arbitration Strategy in Pennsylvania

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The Pennsylvania Supreme Court’s latest decision has delivered a meaningful win for businesses relying on arbitration agreements. By holding that orders compelling arbitration are not immediately appealable, the decision...more

Blank Rome LLP

SBA Continues to Demand Unwarranted Repayment from Shuttered Venue Operators Grant Program Recipients

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The Small Business Administration (“SBA”) began demanding repayment of grant funds distributed to more than 600 businesses under the COVID-era Shuttered Venue Operators Grant (“SVOG”) Program in June 2025. ...more

Kerr Russell

Oppression, Dissolution, and Deadlock: How Companies Can Minimize Risk of Minority Shareholder Oppression Claims

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Oppression, Dissolution, and Deadlock — these words read like a defensive strategy for a team making a deep March Madness run. They are also the buzzwords used by minority shareholders in claiming misconduct by a company’s...more

Rivkin Radler LLP

Determining Whether a “Partnership” Should Be Respected For Tax Purposes

Rivkin Radler LLP on

I am certain that most of you have encountered at least one unscrupulous “advisor” who tried to convince you or your client to take advantage of what they described as a perfectly legal “loophole” in the Code that could...more

WilmerHale

2026 IPO Report

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This year’s IPO Report offers a detailed IPO market review and outlook, including an overview of key trends shaping the IPO landscape. We analyze the effects of current market conditions on issuers in key industries, chart US...more

Goodwin

No Statutory Time Limit for Unfair Prejudice Petitions

Goodwin on

In THG Plc (Respondent) v Zedra Trust Company (Jersey) Ltd (Appellant) [2026] UKSC 6, the Supreme Court has settled one of the most practically significant questions in shareholder disputes: is there a statutory limitation...more

Thomas Fox - Compliance Evangelist

Great Women in Compliance: Reflections on Investigations, Culture and the Future

In this episode of Great Women in Compliance, Lisa Fine speaks with Becky Rohr, Chief Compliance Officer and Head of Investigations at Ericsson. Becky talks about how her career journey led her to join Ericsson during a...more

Vinson & Elkins LLP

5 Strategies for Operating Hybrid Funds

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Hybrid funds often have bespoke, highly variable terms, including for capital calls, liquidity mechanisms, redemption rights, fee structures, governance, reporting, and more....more

Cooley LLP

Delaware Supreme Court Reverses Moelis, Holding Claims Regarding Stockholder Agreement Are Time-Barred

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On January 20, 2026, the Delaware Supreme Court issued a highly anticipated opinion in Moelis & Company v. West Palm Beach Firefighters’ Pension Fund, rejecting a minority stockholder’s challenge to a company’s stockholder...more

Baker Botts L.L.P.

One Policy For All: DOJ Unveils First Ever Department-Wide Corporate Enforcement Policy

Baker Botts L.L.P. on

On March 10, 2026, the U.S. Department of Justice released an updated Corporate Enforcement and Voluntary Self-Disclosure Policy (the “DOJ CEP”)1, which for the first time in the Department’s history will cover most corporate...more

McDermott Will & Schulte

IRS roundup: March 3 – March 10, 2026

The IRS released Revenue Procedure 2026-15, which provides the inflation-adjusted luxury automobile depreciation limits under Internal Revenue Code (Code) Section 280F for passenger vehicles, including trucks and vans, placed...more

Cooley LLP

The Shareholder Proposal Exclusion Risk Is Real: Two More Lawsuits Filed

Cooley LLP on

For the proxy season, we are now at a total of five lawsuits filed after Rule 14a-8(j) notices were sent to the SEC, as two new lawsuits were filed since I last blogged that two of these lawsuits had settled (with the company...more

WilmerHale

Assembling Your IPO Team

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For every company hoping to go public, a crucial part of IPO preparation is assembling the group of employees, board members, outside professionals and advisors who are needed for the IPO journey and life as a public company....more

Offit Kurman

Recent Shifts in Non-Compete Regulations

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In this episode of Litigators Lounge, Offit Kurman commercial litigators Niall McMillan and Anders Slight discuss recent developments affecting non-compete agreements, including a Virginia Court of Appeals decision in Sentry...more

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