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Thomas Fox - Compliance Evangelist

Sunday Book Review: December 14, 2025, The Best Books on Business Edition

In the Sunday Book Review, Tom Fox considers books that would interest compliance professionals, business executives, or anyone curious. It could be books about business, compliance, history, leadership, current events, or...more

Thomas Fox - Compliance Evangelist

10 For 10: Top Compliance Stories For the Week Ending December 13, 2025

Welcome to 10 For 10, the podcast that brings you the week’s Top 10 compliance stories in one podcast each week. Tom Fox, the Voice of Compliance, brings you the compliance stories you need to know to end your busy week. Sit...more

Pillsbury Winthrop Shaw Pittman LLP

DoD Bid Protests Under Pressure Again: Key Takeaways from Proposed Section 875 of the FY2026 NDAA

A recently issued Amendment to the proposed FY2026 NDAA would call for the U.S. Secretary of Defense to amend the Defense Federal Acquisition Regulation Supplement (DFARS) to require the withholding of payment to incumbent...more

Farrell Fritz, P.C.

Context Matters: Commercial Division Declines Application of the Business Judgment Rule in a Going-Private Merger Transaction.

Farrell Fritz, P.C. on

The business judgment rule is a common-law principle that generally prohibits courts from questioning the propriety of actions taken by corporate directors and officers, provided those actions are taken in good faith, with...more

Littler

California Doubles Down on Diversity Data: The New Era of DEI Transparency in Venture Capital

Littler on

In October 2023, California enacted Senate Bill 54 (SB 54) to promote transparency in venture capital funding by requiring firms with a California nexus to report demographic data on the founding teams of their portfolio...more

Mayer Brown Free Writings + Perspectives

House Passes Bipartisan Capital Formation Package: The INVEST Act

Today, the US House of Representatives passed a bipartisan capital formation bill, H.R. 3383 or the Incentivizing New Ventures and Economic Strength Through Capital Formation (“INVEST”) Act of 2025, 302 to 123. Announced by...more

Fenwick & West LLP

AI Startups Keep Their Market Edge in Q3 2025, But Sustainability Questions Linger

Fenwick & West LLP on

Q3 2025 confirmed what many venture observers suspected: startups deploying or developing AI technologies continue to command higher valuations than their non-AI peers, with 2.5x higher revenue multiples (20x vs. 8x). ...more

Vinson & Elkins LLP

Delaware Court of Chancery Applies Corwin to Dismiss Fiduciary Duty Claims Against Seller’s Directors and Officers in Acquisition...

Vinson & Elkins LLP on

On November 26, 2025, Vice Chancellor Fioravanti issued a 75-page opinion dismissing plaintiffs’ complaint in DrugCrafters, L.P., et al. v. Loh, et al., C.A. No. 2024-0111-PAF. The action was brought by former Paratek...more

Davidoff Hutcher & Citron LLP

How to Split the Pie: Equity, “Sweat” Ownership, and Investors in Restaurant Deals

Restaurant deals almost always involve some mix of: A chef or operator contributing sweat and expertise, One or more money partners, and Maybe a landlord, advisor, or brand partner in the background....more

DLA Piper

Hong Kong Court Grants Non-Party Costs Against Director Over Abusive Appeal

DLA Piper on

In Target Insurance Company Limited v Nerico Brothers Limited & Lee Cheuk Fung Jerff (2025) HKCA 1024, the Hong Kong Court of Appeal has handed down its Reasons for Judgment clarifying when a director may be made personally...more

Hughes Hubbard & Reed LLP

New York’s Beneficial Ownership Reporting Regime to Take Effect Jan. 1, 2026 – What to Know

The New York LLC Transparency Act (NYLLCTA) takes effect on Jan. 1, 2026 (as we previously covered here and here). The NYLLCTA was largely modeled on the Corporate Transparency Act (CTA), a federal law that came into effect...more

Morris James LLP

Court of Chancery Dismisses SPAC Target’s Fraudulent Inducement Action in its Entirety

Morris James LLP on

Edwards v. GigaAcquisitions2, LLC, C.A. No. 2024-0591-LWW (Del. Ch. July 25, 2025) - The Court of Chancery dismissed at the pleading stage a claim by former members of a now-bankrupt health care company (the “Company”)...more

Maynard Nexsen

SBA Client Alert: All 8(a) Firms Must Submit Financial Records by January 5, 2026

Maynard Nexsen on

On December 5, 2025, the U.S. Small Business Administration (SBA) ordered every 8(a) participant (over 4,300 firms) to submit detailed financial records covering the last three fiscal years. The deadline is January 5, 2026. ...more

Fenwick & West LLP

Securities Law Update - December 2025

Fenwick & West LLP on

Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on the following topics...more

Goodwin

Reactions to the SEC’s Change in Policy to Mandatory Arbitration Provisions

Goodwin on

The SEC’s recent policy change on issuer-investor mandatory arbitration provisions has prompted quick reactions from proxy advisors and early adopters in the market—setting the stage for renewed debate over whether companies...more

Cooley LLP

Glass Lewis Issues 2026 US Benchmark Policy Guidelines

Cooley LLP on

Glass Lewis has released its 2026 US Benchmark Policy Guidelines, which will apply to shareholder meetings held on or after January 1, 2026. Consistent with recent years, the updates are incremental rather than structural,...more

Morris James LLP

Delaware Supreme Court Holds that Amazon Stockholder’s Demand Stated a Credible Basis to Investigate Alleged Anti-Competitive...

Morris James LLP on

Wong Leung Revocable Tr. v. Amazon.com, No. 487 (Del. July 29, 2025) - In the wake of antitrust investigations and an action filed by the Federal Trade Commission (FTC), an Amazon stockholder sought books and records to...more

Fenwick & West LLP

2025 Corporate Governance Practices and Trends in Silicon Valley and at Large Companies Nationwide

Fenwick & West LLP on

For two decades, Fenwick has reported on corporate governance statistics and trends among the S&P 100 and Silicon Valley’s largest public technology and life science companies, with the goal of educating public company...more

BCLP

Season's Greetings from ISS and Glass Lewis

BCLP on

ISS and Glass Lewis recently announced their annual policy updates for the upcoming proxy season....more

Cooley LLP

IRS Finalizes Regulations on Stock Buyback Excise Tax

Cooley LLP on

On November 24, 2025, the US Department of the Treasury and the IRS issued final regulations on Section 4501, which imposes a 1% excise tax on certain repurchases of stock of publicly traded corporations and “economically...more

Cooley LLP

White House’s Executive Order on Proxy Advisors: 7 Things to Know Now

Cooley LLP on

Last night, the Trump Administration issued this executive order (and a related fact sheet) aimed at the proxy advisors in the US, specifically ISS and Glass Lewis. ...more

Fenwick & West LLP

CARB Proposes Initial Regulations for California’s SB 253…

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On December 9, 2025, CARB posted initial proposed regulations concerning SB 253 and SB 261. ...more

Lathrop GPM

$900,000 Jury Verdict for Distributor’s Shareholders Cannot Be Set Aside for Lack of Standing

Lathrop GPM on

The Tennessee Supreme Court recently rejected a manufacturer’s effort to set aside a $900,000 jury verdict for a former distributor’s shareholders for want of standing and jurisdiction. Houghton v. Malibu Boats, LLC, 2025 WL...more

Thomas Fox - Compliance Evangelist

2 Gurus Talk Compliance: Episode 65 – The This Is Nuts Edition

What happens when two top compliance commentators get together? They talk compliance, of course. Join Tom Fox and Kristy Grant-Hart in 2 Gurus Talk Compliance as they discuss the latest compliance issues in this week’s...more

Bowditch & Dewey

Life Insurance, Buy-Sell Agreements, and the Connelly Problem: What Closely Held Business Owners Need to Know

Bowditch & Dewey on

Closely held businesses routinely use life insurance to fund buy-sell obligations when an owner dies. The logic is simple: the company or surviving owners need liquidity to effect redemptions or repurchases, and life...more

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