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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

Hogan Lovells

Banks and EMIs Face Detailed New Information and Account Direct Deduction Obligations as UK Public Authorities (Fraud, Error and...

Hogan Lovells on

The Public Authorities (Fraud, Error and Recovery) Act 2025 received Royal Assent on 2 December 2025. The Act includes powers for the Minister for the Cabinet Office and the Department of Work and Pensions (DWP) to issue...more

DLA Piper

Resolving construction or oil & gas disputes in Oman – arbitration or courts?

DLA Piper on

The construction sector in Oman continues to expand and evolve. With international funding inherently tied to new projects, the management of risks and dispute avoidance are key to ensuring a bankable project....more

DLA Piper

NIS2 directive explained: Part 3 - Supply chain security

DLA Piper on

The requirement of NIS2 that in-scope entities adopt measures to ensure the security of its immediate supply chain is one of the lesser discussed aspects of the Directive. ...more

DLA Piper

How the insurance arbitrator is affecting product documentation – news from IVASS

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On 3 December 2025, the Italian Insurance Regulatory Authority (IVASS) published Order no. 163/2025. It introduces new information obligations for insurance companies and intermediaries regarding their precontractual...more

Cooley LLP

Opting Out of the Opt Out: SDNY Rejects Opt-Out Releases in Chapter 11 Plan

Cooley LLP on

Before the US Supreme Court’s landmark decision in Purdue Pharma, it had become common practice for Chapter 11 debtors to include a consensual or nonconsensual non-debtor third-party release in their plans of reorganization. ...more

A&O Shearman

High Court interprets apparently broad close out rights narrowly

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The High Court has held that broadly framed “protection of interests” provisions did not permit a firm in special administration to close out its foreign exchange positions. Directions to close out sought - Argentex...more

Akin Gump Strauss Hauer & Feld LLP

California’s Assembly Bill 692, Restricting Many So-Called “Stay-or-Pay” Employment Contract Terms, Set to Take Effect January 1,...

On January 1, 2026, Assembly Bill (AB) 692 will take effect in California, amending the Labor Code and Business and Professions Code to prohibit certain “stay-or-pay” provisions in employment contracts. Such provisions are...more

Vinson & Elkins LLP

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

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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

McDermott Will & Schulte

SEC provides two-year extension on short sale reporting and securities lending compliance

McDermott Will & Schulte on

On December 3, 2025, the US Securities and Exchange Commission (SEC) announced additional temporary exemptive relief from compliance with Securities Exchange Act of 1934 (Exchange Act) Rules 13f-2 and 10c-1a....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

Conyers

Conyers Coverage Issue 14 – Winter Edition 2025

Conyers on

Welcome to the Winter edition of our Conyers Coverage newsletter. As always, we are pleased to bring you a jam-packed edition with timely legal and regulatory insights and details on industry developments from the Cayman...more

Mogin Law LLP

HBO Customer Files Antitrust Class Action Against Netflix to Stop Warner Merger

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A Las Vegas HBO Max subscriber has proposed an antitrust class action against Netflix, Inc. in the Northern District of California to block Netflix’s acquisition of Warner Bros. Discovery (WBD)....more

Lathrop GPM

Kentucky Federal Court Finds No Private Right of Action Under State Supplier Coercion Statute

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A federal court in Kentucky recently granted in part and denied in part a motion to dismiss a distributor’s claims related to its two distribution agreements with hydraulic excavator and shovel manufacturer Hitachi...more

Vorys, Sater, Seymour and Pease LLP

Ohio Board of Tax Appeals Rejects Tax Commissioner’s Request for Proof Requirements not Required by Statute and Restores Fair...

The Ohio Board of Tax Appeals (Board) has found that chargebacks, i.e., above the line price reductions, are not discounts to the customer and should not be included in “gross receipts” for Commercial Activity Tax (CAT)...more

McDermott Will & Schulte

This Week in 340B: December 2 – 8, 2025

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Find this week’s updates on 340B litigation to help you stay in the know on how 340B cases are developing across the country. Each week we comb through the dockets of more than 50 340B cases to provide you with a quick...more

Lathrop GPM

Tenth Circuit Affirms Stay of Petition to Compel Arbitration Pending Washington State Court Proceedings

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The Tenth Circuit recently affirmed a federal district court decision staying a supplier’s action to compel arbitration under the Federal Arbitration Act (FAA) while related litigation proceeded in Washington state court. Nu...more

Patterson Belknap Webb & Tyler LLP

The SEC Drops First-Ever Cybersecurity Lawsuit Against SolarWinds and its CISO

The U.S. Securities and Exchange Commission’s closely watched lawsuit against software maker SolarWinds (“SolarWinds” or the “Company”) and its cybersecurity chief, Tim Brown, ended with a whimper last month when the...more

Ervin Cohen & Jessup LLP

Trademark Practice Update: Fee Revisions and Strategic Considerations for Brand Owners

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Brand owners face a changing landscape at the U.S. federal registration level as the U.S. Patent and Trademark Office (“USPTO”) implements a new fee structure. These changes have important implications for trademark...more

Lowenstein Sandler LLP

Crypto Brief - Lowenstein Crypto Newsletter - December 11, 2025

Lowenstein Sandler LLP on

On Dec. 8, Caroline D. Pham, acting chair of the Commodities Futures Trading Commission (CFTC), announced a digital assets pilot program enabling certain digital assets to be used as collateral in derivatives markets. Pham...more

Lathrop GPM

California Amends Cartwright Act to Prohibit Common Pricing Algorithms

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Suppliers and sellers doing business in California that rely on pricing algorithms or shared pricing tools should review price-setting processes in light of a significant update to California’s state antitrust law....more

DLA Piper

Cloud storage of controlled technology: New guidance for Canadian exporters

DLA Piper on

As organizations increasingly rely on cloud computing, many face complex compliance obligations under Canada’s Export and Import Permits Act (EIPA) when storing or transmitting controlled technology. Global Affairs Canada...more

Cooley LLP

Glass Lewis Issues 2026 US Benchmark Policy Guidelines

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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

Lathrop GPM

New Mexico Federal Court Denies Suppliers’ Motion to Transfer Venue

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A federal court in New Mexico denied a supplier’s motion to transfer venue after finding that a forum selection clause was invalid under New Mexico law. Rawson Inc. v. Associated Materials, LLC, 2025 WL 137811 (D.N.M. Sept....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

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