Pillsbury Winthrop Shaw Pittman LLP

Supreme Court Unanimously Rules Federal Arbitration Act Requires Federal Courts to Issue a Stay, Where Requested, When Lawsuits Involve an Arbitrable Dispute

Some courts had previously interpreted Section 3 of the Federal Arbitration Act to allow for either a stay of the action or dismissal. Following the Supreme Court’s decision in Smith v. Spizzirri, once arbitration is… more

Appeals, Arbitration, Federal Arbitration Act, Foreign Jurisdictions, Injunctive Relief

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California’s AI Laws Are Here—Is Your Business Ready?

California leads the way with new AI laws promoting transparency, privacy and ethical practices across various industries. January 1, 2025, marked the start of a series of significant AI laws going into effect in California… more

Artificial Intelligence, California, California Consumer Privacy Act (CCPA), Data Privacy, Ethics

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Federal Government Shutdown: Appropriations Stalemate, Operational Slowdowns and Grant Cancellation

Funding lapse halts key federal activities and heightens uncertainty for agencies, contractors and grant recipients… more

Appropriations Bill, Clean Energy, Congressional Budget Office, Continuing Resolution, Department of Energy (DOE)

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Information Requests and Subpoenas for PFAS Likely to Increase, as Biden Administration Ramps Up Regulation of PFAS

What to Do When You Receive an Information Request or Subpoena from a Governmental Agency about PFAS - Federal and state governments use information requests and subpoenas to gather information about a business’s practices… more

Advanced Notice of Proposed Rulemaking (ANPRM), Biden Administration, CERCLA, Chemicals, Clean Air Act

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Bankruptcy Court Rejects Attempts to Lock Up Creditor Votes in Favor of Reorganization Plan

Recent decisions reflect a renewed focus on lock-up provisions by bankruptcy courts. The U.S. Bankruptcy Court for the Southern District of New York recently severed a provision from a post-petition agreement that required… more

Bankruptcy Code, Bankruptcy Court, Chapter 11, Commercial Bankruptcy, Corporate Counsel

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New Stimulus Measures Taking Shape

Democrats and Republicans launch negotiations, each envisioning a broad-scale extension of previous efforts to stem the economic damage from COVID-19. Senate Republicans and House Democrats have both put forth proposals aimed… more

Affordable Care Act, CARES Act, Child Tax Credit, Coronavirus/COVID-19, Earned Income Credit

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Don’t Get a Face Tattoo: 5 Things That Will Inhibit an Exit

In an M&A process, certain problems stand out like a face tattoo: visible from the first glance, shaping every impression a buyer forms. Buyers form early views from your capitalization table, minute book, IP chain of title,… more

Acquisition Agreements, Contract Terms, Corporate Governance, Corporate Sales Transactions, Due Diligence

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Discovery Dilemma: An Update on the Legal Battle Between The New York Times and OpenAI

OpenAI’s request for access to The New York Times reporters’ notes, memos and other documents raises complex discovery issues. OpenAI’s defense is requesting access to reporters’ notes and other materials in discovery,… more

Artificial Intelligence, Copyright, Copyright Infringement, Copyright Litigation, Copyright Office

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French Parliament Unanimously Approves a Bill Banning Certain PFAS Products

As regulation of the use of PFAS in consumer products continues to develop at a rapid pace in the United States, businesses that manufacture or sell products internationally should also keep their fingers on the pulse of foreign… more

Compliance, Consumer Product Companies, Environmental Policies, EU, France

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Delaware Supreme Court Erects a “Formidable Obstacle” to Proving Counterparty Aiding and Abetting Liability in Merger Transactions

The In re Columbia Pipeline Group Merger Litigation decision clarifies that a buyer may not be found liable for aiding and abetting a seller-side breach of fiduciary duty unless the buyer had actual knowledge—not merely… more

Acquisitions, Aiding and Abetting, Business Litigation, Corporate Misconduct, Delaware

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Ohio Joins Georgia in Prohibiting NCAA from Taking NIL-Related “Adverse Action”

We recently discussed a number of updates in the world of name, image and likeness (NIL) rights. Among those recent developments was the signing by Georgia Governor Brian Kemp of an executive order that, inter alia, prohibited… more

College Athletes, Colleges, Compensation, Educational Institutions, Executive Orders

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Federal Court Vacates Education Department’s Dear Colleague Letter on DEI: What Schools, Colleges, and Contractors Need to Know

Following the vacatur of the Department of Education’s anti-DEI guidance, institutions receiving federal education funds may want to reevaluate compliance frameworks, policy positions, and academic governance under clarified… more

Administrative Procedure Act, Anti-Discrimination Policies, Constitutional Challenges, Dear Colleague Letter, Department of Education

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OSHA Proposes Removing Application of General Duty Clause to Inherently Risky Professional Activities

At least six industries (live entertainment and performing arts; animal handling and performance; professional and extreme sports; motorsports and high-risk recreation; tactical, defense and combat simulation training; and… more

General Duty Clause, Notice of Proposed Rulemaking (NOPR), OSHA, Proposed Rules, Public Comment

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DOJ Releases Its Data Security Program Compliance Guide

The guide outlines the requirements of a newly implemented Data Security Program designed to prevent China, Russia and other foreign adversaries designated by the U.S. Department of Justice from accessing American’s sensitive… more

Compliance, Data Privacy, Data Security, Department of Justice (DOJ), Enforcement Actions

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New Law Mandates Disclosure of Alternative Fund Fees By California Public Pensions

To increase the transparency of fees and expenses paid to alternative funds, every California public pension plan must require each alternative fund in which they invest to make various disclosures, and California public pension… more

Disclosure Requirements, Fee Disclosure, Hedge Funds, Investment, Investment Funds

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New York Amends Recently Enacted Comprehensive Insurance Disclosure Act Requirements

Defendants in New York state court must now produce insurance information in newly filed lawsuits within 90 days of answering the complaint. While the extent of the insurance disclosure requirements has been narrowed, and… more

Disclosure Requirements, Insurance Industry, New Amendments, New York

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SEC Adopts Long-Anticipated Rules for SPACs: Considerations for Market Participants and SEC Enforcement Objectives in the New Regulatory Environment

The rules, originally proposed in March 2022, realign disclosures, marketing practices and other obligations in de-SPAC transactions more closely with traditional IPOs and add increased risk and uncertainty for market… more

Conflicts of Interest, Corporate Counsel, Disclosure Requirements, Enforcement, Fairness Standard

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New DOJ Initiative Expands FCA Use to Enforce Civil Rights Compliance and Target DEI Initiatives

The U.S. Department of Justice is recasting the False Claims Act as a civil rights enforcement tool—putting federal fund recipients on notice that false compliance certifications may now trigger FCA liability… more

Civil Rights Act, Department of Justice (DOJ), Diversity and Inclusion Standards (D&I), Educational Institutions, Enforcement Actions

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Minerva: Another Bright-Line Rule Dims

Assignor estoppel survived the Supreme Court’s decision in Minerva Surgical Inc. v. Hologic Inc., but the Court’s clarification requires diligence and presents opportunities. Review patent assignment and employee agreements to… more

Assignor Estoppel, Corporate Counsel, Estoppel, Medical Devices, Minerva Surgical Inc. v Hologic Inc.

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California Governor Releases 2025 Budget Proposal to Move Banks and Financial Corporations to Single-Sales-Factor Apportionment

The proposal includes a shift to a single-sales-factor apportionment formula for financial institutions, aiming to increase tax revenue starting in tax year 2025. Update: On May 14, 2025, Governor Newsom released the May… more

Banks, California, Financial Institutions, Governor Newsom, Income Taxes

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Top 10 Things to Watch Out for When Cash Flow Is Tight: Restructuring Considerations for ECVC-Backed Companies

In today’s volatile funding landscape, even high-potential early- and growth-stage companies can find themselves navigating tight liquidity conditions. For founders and executive teams in the ECVC space, recognizing early… more

Board of Directors, Bridge Loan, Corporate Restructuring, Creditors, Debt Restructuring

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Important Delaware General Corporation Law Amendments Are Signed into Law amid Recent Delaware Chancery Court Decisions

The Delaware legislature adopted DGCL amendments that restore contract certainty for merger and stockholder agreements. The Delaware General Corporation Law (DGCL) now codifies the power of corporations to enter into valid… more

Capital Markets, Delaware General Corporation Law, Disclosure Requirements, Enforcement, Fiduciary Duty

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UK Government COVID-19 Funding Initiatives

The UK Government has announced an unprecedented raft of measures designed to support UK workers and businesses through the COVID-19 pandemic. The UK government’s economic response to the crisis has been substantial and aims… more

Business Interruption, Coronavirus Business Interruption Loan Scheme (CBILS), Coronavirus/COVID-19, UK

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Federal Government Shutdown: Appropriations Stalemate, Operational Slowdowns and Grant Cancellation

Funding lapse halts key federal activities and heightens uncertainty for agencies, contractors and grant recipients… more

Appropriations Bill, Clean Energy, Congressional Budget Office, Continuing Resolution, Department of Energy (DOE)

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Making Japan a More Attractive Center for International Arbitration

Since 2017, Japan has been actively working to promote international arbitration. The updates to the Arbitration Act of Japan should help boost the country’s popularity as an arbitration seat… more

Arbitration Awards, Commercial Arbitration, Foreign Corporations, Hong Kong International Arbitration Centre (HKIAC), International Arbitration

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Banks, Payments and Fintech—Staying Nimble and Customer-Focused during a Pandemic

Recently, Pillsbury’s Deborah Thoren-Peden sat down with a panel of experts that included Millicent Calinog Tracey (former Wells Fargo SVP), Samantha Ettus (founder and CEO of Park Place Payments) and Pillsbury partner John… more

Banks, Coronavirus/COVID-19, FinTech, Merchants, Online Payments

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Web Scraping Watch: Cases Set to Clarify Application of the Computer Fraud and Abuse Act

For years, website owners have leveraged the federal Computer Fraud & Abuse Act (CFAA) as a tool to combat unauthorized scraping of data and other content from their websites. Due to a circuit court split on the interpretation… more

Cease and Desist, Computer Fraud and Abuse Act (CFAA), Corporate Counsel, Data Collection, Web Scraping

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Personal Guaranties May Not Deter Property Owner Bankruptcies

Lenders should plan for real estate owner bankruptcies despite having a non-recourse carveout guaranty triggered by the owner’s bankruptcy filing. Real estate bankruptcies may occur despite personal guaranties because… more

Bankruptcy Code, Bankruptcy Court, Coronavirus/COVID-19, Debtors, Lenders

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U.S. Capital Markets Regulations Affecting U.S. Companies - August 2022

Capital markets in the United States provide an unparalleled source of investment capital, measured in trillions of dollars. U.S. markets and rules allow companies to raise funds on an expedited and economically efficient basis… more

Beneficial Owner, Capital Markets, Disclosure Requirements, Emerging Growth Companies, Executive Compensation

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China Suspends Export Controls on Certain Critical Minerals and Related Items

On October 9, 2025, China’s Ministry of Commerce (MOFCOM and General Administration of Customs (GAC) published a set of announcements (Nos. 55 to 58 and 61, 62) with a series of export control measures. These include export… more

Bureau of Industry and Security (BIS), China, Dual Use Goods, Entity List, Export Controls

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Cloud Computing: Not Always the Low Cost Alternative

There is no doubt cloud computing has delivered multiple benefits to the IT organization. However, without proper management and controls, these benefits could become a non-trivial expense to the organization. In a Wall Street… more

Cloud Computing, Computer Servers, Popular, Wall Street Journal

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Tariffs and Insolvency: Legal Consequences of Tariffs in Insolvency Processes

Under the Trump administration, the U.S. has adopted sweeping tariffs on nearly every trading partner, with a promise of more on a range of strategic sectors including industrial metals and critical minerals, pharmaceuticals,… more

Chapter 11, Corporate Restructuring, Customs and Border Protection, European Commission, Insolvency

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Arizona Court Shines (Sun)Light on Property Tax Treatment of ITCs

The Arizona Court of Appeals held that an investment tax credit (ITC) deferred as a tax asset has “value” and therefore is properly excluded from the taxable original cost of renewable energy equipment for Arizona property tax… more

Arizona, Energy Projects, Energy Sector, Energy Storage, Income Taxes

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Trump Administration Unveils the “Gold Card” Visa Program

The Gold Card allows individuals and corporations to fast-track the U.S. residency process by making a financial contribution to the United States. The new program would serve as means to satisfy the “exceptional ability”… more

EB-1, EB-2, Executive Orders, Highly-Skilled Workers Visa, Immigrants

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Commerce Department Issues “Affiliates Rule,” Extends Entity List Restrictions to Majority-Owned Foreign Entities

On September 29, 2025, the U.S. Department of Commerce’s Bureau of Industry and Security (BIS) issued a long-anticipated interim final rule (IFR) amending the Export Administration Regulations (EAR) to extend Entity List and… more

Affiliates, Bureau of Industry and Security (BIS), Economic Sanctions, Entity List, Export Administration Regulations (EAR)

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SCOTUS Relaxes Standards for Title VII Plaintiffs in Workplace Discrimination Claims

In Muldrow v. City of St. Louis, No. 22-193, 2024 WL 1642826 (U.S. Apr. 17, 2024), the U.S. Supreme Court ruled that an employee alleging that an involuntary lateral job transfer constituted workplace discrimination in violation… more

Civil Rights Act, Discrimination, Diversity and Inclusion Standards (D&I), Employee Transfers, Employer Liability Issues

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Why Startup Founders Should File an 83(b) Election

For recipients of restricted shares in a startup (i.e., private company), equity is often the most valuable part of their compensation packages. However, how and when that equity is taxed will make a significant difference in a… more

Capital Gains, Entrepreneurs, Equity Compensation, Filing Deadlines, Income Taxes

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SEC Ends Its Climate-Related Disclosure Requirements

The Securities and Exchange Commission ends its defense of climate-related disclosure requirements for public companies. On March 6, 2024, the Securities and Exchange Commission (SEC) adopted final rules imposing new… more

Capital Markets, Climate Change, Disclosure Requirements, Publicly-Traded Companies, Regulatory Requirements

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Ukraine Reconstruction: Opportunities and Legal Challenges for Businesses

Ukraine’s reconstruction efforts present myriad opportunities for foreign businesses particularly in the energy, construction and tech sectors. At the same time, it is imperative for foreign businesses to approach these… more

Business Development, Construction Industry, Economic Sanctions, Energy Sector, Export Controls

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Navigating Conflicts in Rescue M&A and Financings

Imagine you are a founder or director of a Series B-stage B2B technology startup. You have gained commercial traction but have not quite hit your growth targets in core and expansion markets—perhaps due to pursuing too many… more

Acquisition Agreements, Board of Directors, Conflicts of Interest, Emerging Growth Companies, Fiduciary Duty

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Delaware Supreme Court Erects a “Formidable Obstacle” to Proving Counterparty Aiding and Abetting Liability in Merger Transactions

The In re Columbia Pipeline Group Merger Litigation decision clarifies that a buyer may not be found liable for aiding and abetting a seller-side breach of fiduciary duty unless the buyer had actual knowledge—not merely… more

Acquisitions, Aiding and Abetting, Business Litigation, Corporate Misconduct, Delaware

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Proposed U.S. Department of Transportation Passenger Protection Rules Offer Opportunity for Travel Industry Comments

On May 21, 2014, the U.S. Department of Transportation (DOT) proposed new passenger protection rules for the airline and travel industries, which would add to DOT’s extensive “Enhancing Airline Passenger Protections” regulations… more

Airlines, Aviation Industry, Department of Transportation (DOT), Safety Precautions

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Supreme Court Confirms Copyright Damages Can Extend Beyond Three-Year Statute of Limitations

In a landmark decision, the U.S. Supreme Court confirmed that “[t]he Copyright Act entitles a copyright owner to obtain monetary relief for any timely infringement claim, no matter when the infringement occurred.” See Warner… more

Copyright, Copyright Infringement, Copyright Litigation, Damages, Intellectual Property Litigation

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DC Non-Compete and Anti-Moonlighting Law to Take Effect October 1, 2022

A new DC law restricts DC employers from entering into non-compete agreements with employees earning less than $150,000 as of October 1, 2022, whereas the prior iteration of the law would have imposed a near universal ban on… more

Bonuses, Conflicts of Interest, Damages, Department of Labor (DOL), Enforcement

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Paloma Resources v. Axis Insurance Shows How “The” Can Be the Genuine Article in a Policyholder Defense

It’s said that an ant can carry fifty times its own weight. That’s nothing. A recent decision out of the U.S. Court of Appeals for the Fifth Circuit provides a compelling reminder to policyholders and their counsel: Even the… more

Appellate Courts, Commercial Insurance Policies, Contract Terms, D&O Insurance, Denial of Insurance Coverage

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Pillsbury’s Guide to Data Centers

As a law firm, Pillsbury’s experience with data centers dates to the dot-com era, when I advised on buildouts in Silicon Valley and New York City and Jamie Bobotek advised on centers of America On-Line (then spelled out!) and… more

Corporate Counsel, Data Centers, Technology, Technology Sector

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Contracting Models for Global Capability Centers in India

Global Capability Centers (GCCs) located in India continue to evolve from labor arbitrage and cost savings initiatives to innovation centers for digital transformation, supporting cloud, mobile, data security, data analytics,… more

Acquisitions, Business Formation, Buyouts, Dispute Resolution, Foreign Corrupt Practices Act (FCPA)

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Grecian: Tax Court Rejects IRS Ruling - Five Things You Need to Know

On July 13, 2017, in Grecian Magnesite Mining, Industrial and Shipping Co. SA v. Commissioner (149 T.C. No. 3 (2017), the U.S. Tax Court concluded that gain recognized by a foreign corporation upon redemption of its interest in… more

FIRPTA, Foreign Corporations, Internal Revenue Code (IRC), IRS, Partnerships

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Implications of the U.S. DOJ’s Proposed Rescheduling of Marijuana

A shift to Schedule III would bring the cannabis industry one step closer to true legitimacy. A Schedule III reassignment would allow marijuana companies to take ordinary business deductions, notably increasing the… more

Controlled Substances, Controlled Substances Act, Decriminalization of Marijuana, Department of Justice (DOJ), Dispensaries

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Digital Omnibus: European Commission Seeks Evidence to Streamline EU Digital Rules

On September 16, 2025, the European Commission opened a call for evidence to inform a forthcoming “Digital Omnibus” aimed at simplifying and reducing administrative burden across the EU’s data, cybersecurity and AI regulatory… more

AI Act, Cookies, Cybersecurity, Data Protection, EU

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California’s Ban on Drip Pricing Begins July 1, 2024

Starting July 1, businesses transacting with California consumers must include “all mandatory fees or charges” in advertised prices. California’s self-proclaimed “most effective in the nation” ban on drip pricing goes into… more

Algorithms, Civil Monetary Penalty, Class Action, CLRA, Consumer Financial Protection Bureau (CFPB)

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ICSID Issues an Amended Set of Arbitration Rules

The amended rules issued by the International Centre for Settlement of Investment Disputes mandate certain disclosures, increase transparency and reduce costs, among other things… more

Amended Rules, Arbitration, ICSID, Mediation, Third Party Funding

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Contra Proferentem: Can Insureds Be Forced to Waive Its Protection?

Contra proferentem is a foundational legal principle with particular importance in insurance law. It mandates that any ambiguities in an insurance policy are construed against the insurer and in favor of the insured. The… more

Denial of Insurance Coverage, Insurance Industry, Insureds, Jurisdiction, Underwriting

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Supreme Court Unanimously Rules “Pure Omissions” Not Actionable under SEC Rule 10b-5 Even If Disclosure Required by Item 303 of Regulation S-K

A company cannot be sued by private parties under Rule 10b-5(b) for a “pure omission” but can be liable for omissions that render other statements misleading. “Pure omissions” cannot be attacked in private 10b-5(b) actions… more

Disclosure, Disclosure Requirements, Item 303, Macquarie Infrastructure Corp v Moab Partners LP, Misleading Statements

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EPA Sharpens the Focus of Its PFAS Regulatory Framework (October 2025 Update)

There has been a flurry of recent federal activity regarding PFAS on the part of the U.S. Environmental Protection Agency (EPA). EPA has doubled down on certain regulatory fronts, defending key hazardous substance designations… more

CERCLA, Clean Water Act, Drinking Water, Environmental Policies, Environmental Protection Agency (EPA)

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Navigating Tip and Overtime Deductions Under the OBBBA: What Employers Need to Know Now

New federal tip and overtime deductions effective in 2025 require employers to reassess payroll, reporting and compliance practices across jurisdictions. The OBBBA introduces new federal deductions for qualified tips and… more

California, Fair Labor Standards Act (FLSA), IRS, New Legislation, One Big Beautiful Bill Act

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The Latest on PFAS: What Policyholders Need to Know Now

We have previously written on the evolving risks associated with PFAS—also known as “forever chemicals”—and their implications for policyholders navigating environmental liabilities involving both PFAS and PFAS-related chemicals… more

Commercial General Liability Policies, Contamination, Environmental Litigation, Hazardous Substances, Insurance Claims

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New California Law Imposes a Five Percent Cap on Retention for Private Works of Improvement

Most private construction contracts executed on or after January 1, 2026, must limit progress payment retention to five percent or less under a new law that goes into effect on the first of the year in California. This… more

California, Construction Contracts, Construction Project, Contract Terms, Contractors

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Federal Reserve Governor Waller Proposes “Payment Accounts”: A Potential New On-Ramp for Payments Innovators

In an October 21, 2025, address at the Federal Reserve’s inaugural Payments Innovation Conference, Gov. Christopher Waller outlined a proposal for the creation of a new class of Federal Reserve accounts—referred to as “payment… more

Digital Assets, Federal Reserve, Financial Institutions, Financial Regulatory Reform, FinTech

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DOGE Puts GSA Leases in the Doghouse

The Trump administration may be utilizing early exit provisions in the GSA lease cancellations and terminations reported to date, but prudent contractors should prepare for other potential tactics to end other leases the… more

Contract Terms, Department of Government Efficiency (DOGE), Federal Acquisition Regulations (FAR), Federal Contractors, General Services Administration (GSA)

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Department of Defense Issues Highly Anticipated CMMC Final DFARS Rule

The Final DFARS Rule will take effect on November 10, 2025, and will be implemented through a phased approach over three years… more

Cybersecurity, Cybersecurity Maturity Model Certification (CMMC), Defense Sector, Department of Defense (DOD), DFARS

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Ukraine Reconstruction: Opportunities and Legal Challenges for Businesses

Ukraine’s reconstruction efforts present myriad opportunities for foreign businesses particularly in the energy, construction and tech sectors. At the same time, it is imperative for foreign businesses to approach these… more

Business Development, Construction Industry, Economic Sanctions, Energy Sector, Export Controls

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Second Circuit Affirms Priority Payment of Broker Fees Included in Aircraft Leases Utilizing the “Billing-Date Approach” Under Bankruptcy Code § 365(d)(5)

Under Section 365(d)(5), lease obligations arise when payments become due, requiring debtors to comply with all lease obligations post-petition unless and until the lease is rejected within the statutory grace period. On… more

Aviation Industry, Bankruptcy Code, Bankruptcy Court, Chapter 11, Commercial Bankruptcy

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From Paychecks to Perks: Navigating New OBBBA Rules on Compensation

OBBBA provisions require cross-functional coordination among payroll, benefits and finance teams, and employers should coordinate such efforts now to ensure that payroll and HRIS systems are ready for the transition before… more

Compensation & Benefits, Corporate Counsel, Employee Benefits, Internal Revenue Code (IRC), New Legislation

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California and New York to Open One-Year Windows Reviving Time-Barred Adult Sexual Assault Claims

Four months ago, New York Governor Kathy Hochul signed the Adult Survivors Act (ASA) (S.66A/A.648A), creating a one-year window, beginning November 24, 2022, for adult survivors of sexual assault to bring civil claims against… more

Cal Code of Civil Procedure, California, Civil Claims, D&O Insurance, Employment Practices Liability Insurance (EPLI)

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Navigating Recent Government Contract Terminations—Key Considerations and Best Practices

Recent actions by the Department of Government Efficiency have led to a surge in contract cancellations, raising significant concerns for government contractors. Contracting Officer’s Discretion and Legal Boundaries - The… more

Breach of Contract, Contract Disputes, Contract Termination, Corporate Counsel, Default

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SCOTUS Holds Intent to Cause Economic Harm is Not Required for Wire Fraud, Expanding Liability

The U.S. Supreme Court’s decision in Kousisis et al. v. United States clarifies that criminal federal wire fraud does not require that the defendant intended to cause the victim economic harm… more

Appeals, Construction Industry, Contract Terms, Criminal Prosecution, Fraudulent Inducement

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China Issues New Export Control Regulations on Civil-Military Dual-Use Items

The new export control regulations consolidate existing dual-use items export control regulations and aim to regulate the export of goods, technologies and services that can be used for both civilian and military purposes… more

China, Customs, De Minimus Doctrine, Dual Use Goods, End-Users

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What You Need to Know for Your 2020 Form 10-K

A roundup of the principal new rules and amendments promulgated by the SEC in 2020 that public companies with December 31 fiscal years should consider when preparing their Annual Reports on Form 10-K for 2020. Public companies… more

Amended Rules, Annual Reports, Compliance, Corporate Counsel, Disclosure Requirements

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New York City Initiates Rulemaking Process for Business Corporation Tax

New York City’s Department of Finance (DOF) has issued the first tranche of proposed regulations under new Chapter 11A of Title 19 of the Rules of the City of New York (Proposed Rules) to implement its 2015 corporate tax reform… more

Business Taxes, City of New York, Corporate Taxes, Filing Requirements, New Regulations

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UK Launches Consultation on “Back British” Defence Offset Plan

The UK Government has announced a new “Back British” defence offset initiative aimed at ensuring British businesses, workers and communities benefit when the Ministry of Defence (MoD) procures equipment or services from overseas… more

Defense Sector, Foreign Direct Investment, Goods or Services, Investment, Procurement Guidelines

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Quantum‑as‑a‑Service: Contracting for the Next Wave of Cloud Computing

Quantum-as-a-Service (QaaS) has moved from lab curiosity to real-world adoption. The inflection point isn’t that enterprises will own quantum computers anytime soon; it’s that usable quantum capacity is becoming accessible… more

Cloud Computing, Contract Terms, Data Protection, Data Security, Export Controls

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California Climate Disclosures Remain on Schedule

Governor Newsom signs amended law, abandoning prior bid to provide additional time for implementation. Despite efforts by California Governor Gavin Newsom to provide more time for businesses to comply with the new disclosure… more

California, CARB, Carbon Emissions, Climate Change, Compliance

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Court Highlights Dire Consequences for Contractors That Mishandle Inadvertently Disclosed Source Selection Information

The COFC ruling upholding the U.S. Marine Corps’ disqualification decision has significant implications for government contractors. The recent decision by the U.S. Court of Federal Claims (COFC) in Marathon Targets serves as a… more

Bid Protests, Disclosure Requirements, Federal Acquisition Regulations (FAR), Federal Contractors, Internal Controls

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Congressional SPACtivity Continues: Draft Legislation Proposes to Eliminate Safe Harbor Protection for Projections in SPAC Transactions

Updates from recent U.S. House Committee on Financial Services hearing and proposed legislation - In light of recent Congressional hearings and proposed legislation, market participants should remain vigilant and prepared… more

D&O Insurance, Initial Coin Offering (ICOs), Proposed Legislation, PSLRA, Regulatory Standards

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Should I Incorporate on My Own?

Formally incorporating a company is a significant milestone in a founder’s journey. What may have begun as an idea doodled on the back of a napkin is now an official legal entity. Given the mass availability of “do-it-yourself”… more

Articles of Incorporation, Business Development, Business Formation, Corporate Governance, Entrepreneurs

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Supreme Court Issues New RICO Decision

The Supreme Court’s decision clarifies the civil damages provision of the Racketeer Influenced and Corrupt Organizations (RICO) Act. On April 2, 2025, the Supreme Court issued a decision in Medical Marijuana, Inc. v. Horn,… more

Business Litigation, Cannabidiol (CBD) oil, Certiorari, Damages, Employment Litigation

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Texas Enacts App Store Accountability Act: Overview and Initial Considerations

On May 27, 2025, Texas Governor Greg Abbott signed into law Senate Bill 2420, also known as the App Store Accountability Act. The law will take effect on January 1, 2026, and requires businesses operating app stores to verify… more

App Store, Minors, Mobile Apps, New Legislation, Online Safety for Children

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The Supreme Court’s Administrative and Regulatory Law Rulings in the 2024 Term and Preview of Cases to Be Decided in Fall 2025

This post reviews the U.S. Supreme Court’s significant regulatory and administrative law decisions from the Court’s 2024 Term and previews cases on the docket for Fall 2025… more

Administrative Procedure Act, Chevron Deference, Citizen Suits, Clean Air Act, Clean Water Act

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ASAs vs. SAFEs vs. Convertible Loan Notes: A Primer for Founders and Investors

Startups continue to have an increasingly international presence (or, at the very least, an international plan), and investors continue to scour the globe for investment opportunities… more

Angel Investors, Convertible Debt, Cross-Border Transactions, HMRC, Investment

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California Appeals Court Reinforces that Insurer Failure to Investigate Potential Bases for Coverage Outside the Pleadings Can Constitute Bad Faith

In the recently published case Bartel v. Chicago Title Insurance Company, a California appellate court reaffirmed longstanding California law on insurers’ broad duty to defend even in the face of complicated underlying facts,… more

Appellate Courts, Bad Faith, California, Covenant of Good Faith and Fair Dealing, Denial of Insurance Coverage

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Texas Cyber Command: New Authority for Statewide Cybersecurity Coordination

While the Command’s authority applies only to governmental bodies, its creation signals a shift in how the state organizes its cybersecurity posture. This new law may have practical implications for vendors, contractors and… more

Critical Infrastructure Sectors, Cyber Attacks, Cybersecurity, Incident Response Plans, New Legislation

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Department of Justice Settles with Las Vegas Casino for $130 Million

The settlement is the latest example of the agency’s enhanced criminal enforcement of money transmitting business and international money-laundering laws. The recent settlement is significant both in terms of its amount and… more

Bank Secrecy Act, Casinos, CFTC, China, Criminal Investigations

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SEC and CFTC Chairs’ Joint Statement Raises Prospect of Competitive Onshoring of Perpetual Derivatives

Securities regulators signaled an openness to “innovation exemptions” allowing U.S. perpetual contracts and leveraged crypto markets to become competitive with offshore markets… more

Blockchain, CFTC, Consumer Financial Products, Cryptoassets, Cryptocurrency

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New York City Initiates Rulemaking Process for Business Corporation Tax

New York City’s Department of Finance (DOF) has issued the first tranche of proposed regulations under new Chapter 11A of Title 19 of the Rules of the City of New York (Proposed Rules) to implement its 2015 corporate tax reform… more

Business Taxes, City of New York, Corporate Taxes, Filing Requirements, New Regulations

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California’s AI Laws Are Here—Is Your Business Ready?

California leads the way with new AI laws promoting transparency, privacy and ethical practices across various industries. January 1, 2025, marked the start of a series of significant AI laws going into effect in California… more

Artificial Intelligence, California, California Consumer Privacy Act (CCPA), Data Privacy, Ethics

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The Proposed “Big, Beautiful Bill” May Disrupt Sports Team Investment Strategy

The recently proposed “Big, Beautiful Bill” (BBB), currently under preliminary markup in the Senate Finance Committee, includes a suite of tax provisions aimed at deficit reduction, corporate reform and base-broadening. Of… more

Acquisitions, Internal Revenue Code (IRC), Investors, Mergers, Private Equity

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Federal Government Shutdown: Appropriations Stalemate, Operational Slowdowns and Grant Cancellation

Funding lapse halts key federal activities and heightens uncertainty for agencies, contractors and grant recipients… more

Appropriations Bill, Clean Energy, Congressional Budget Office, Continuing Resolution, Department of Energy (DOE)

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New California Law Imposes a Five Percent Cap on Retention for Private Works of Improvement

Most private construction contracts executed on or after January 1, 2026, must limit progress payment retention to five percent or less under a new law that goes into effect on the first of the year in California. This… more

California, Construction Contracts, Construction Project, Contract Terms, Contractors

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The Beginning of the End of an Era? Competition to Delaware’s Supremacy as Corporate Domicile and Implications for D&O Insurance

Delaware has long been the leading jurisdiction in which companies incorporate. According to Delaware’s published statistics from 2023… more

Business Judgment Rule, Corporate Governance, Corporate Taxes, D&O Insurance, Delaware

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Bankruptcy Court Dismisses Case Manufactured to Cap Lease Damages

The Delaware bankruptcy court dismissed a chapter 11 case for lack of a valid bankruptcy purpose and the debtor’s failure to establish its good faith… more

Bankruptcy Code, Bankruptcy Court, Chapter 11, Commercial Bankruptcy, Commercial Leases

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Lashify v ITC: The Federal Circuit Redefines the Domestic Industry Requirement

The Federal Circuit has overturned the U.S. International Trade Commission’s longstanding interpretation of section 337(a)(3)(B). Complainant Lashify, Inc. appealed an adverse decision by the U.S. International Trade Commission… more

Appeals, Domestic Industry Requirement, Intellectual Property Litigation, Intellectual Property Protection, International Trade

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Bankruptcy Court Holds That SAFE Investors May Have Creditor Claims in Chapter 11

In In re Rhodium Encore LLC, the U.S. Bankruptcy Court for the Southern District of Texas ruled that holders of SAFEs should be treated as creditors because they possess creditor claims, not merely equity interests. The decision… more

Bankruptcy Code, Bankruptcy Court, Capital Raising, Chapter 11, Commercial Bankruptcy

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Ohio Begins Reopening

Ohio pushes for businesses to reopen on a phased reopening schedule. Ohio plans to open up the state in phases, starting with manufacturing, distribution, construction and general office environments… more

Coronavirus/COVID-19, Elective Surgical Procedures, Employer Responsibilities, Health and Safety, Personal Protective Equipment

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Executive Orders Aim to Boost Drones, eVTOLs, Counter-UAS and Supersonic Flight

Drones and eVTOLS EO. Promotes U.S. “development, commercialization, and export” of drones and creates eVTOL integration pilot program. Counter-UAS EO. Directs the U.S. Government to find ways to safeguard critical… more

Aviation Industry, Drones, Executive Orders, National Security, Regulatory Reform

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Is “Booking.com” Mark Registrable? SCOTUS Says Booking.com-pletely!

U.S. Supreme Court affirms that a mark composed of a generic term and “.com” does not automatically yield a generic and unregistrable composite. A [generic].com mark is registrable if consumers do not perceive it as the name… more

Acquired Distinctiveness, Appeals, Booking.com, Domain Name Registration, Domain Names

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Insurance Considerations for Cannabis Delivery Services

The legal cannabis industry in the U.S. is growing at an unprecedented rate and is projected to reach $73.6 billion by 2027. While federal law still classifies marijuana as a Schedule I drug, many states have legalized both… more

Auto Insurance, Cannabis-Related Businesses (CRBs), Commercial General Liability Policies, Crime Insurance Policies, Cyber Insurance

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FCC Proposes to Recalibrate the UMFUS Framework to Expand Satellite Access

The rapid expansion of the commercial space economy over the last decade has resulted in demand on spectrum far exceeding the Commission’s expectations at the time it devised and adopted its Upper Microwave Flexible Use Spectrum… more

5G Network, Comment Period, FCC, NPRM, Proposed Rules

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Federal Government Shutdown: Appropriations Stalemate, Operational Slowdowns and Grant Cancellation

Funding lapse halts key federal activities and heightens uncertainty for agencies, contractors and grant recipients… more

Appropriations Bill, Clean Energy, Congressional Budget Office, Continuing Resolution, Department of Energy (DOE)

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As the Country Slowly Reopens, Opportunities to Do Business with the Government Look Increasingly Attractive

The U.S. Government spends billions annually on procuring goods and services, frequently using streamlined methods. As one of the largest owners and lessees of real property in the country, the U.S. Government may be an… more

Coronavirus/COVID-19, Department of Defense (DOD), Department of Energy (DOE), Department of Health and Human Services (HHS), Department of Transportation (DOT)

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Civilian Board of Contract Appeals Releases Fiscal Year 2024 Annual Report and Announces New Electronic Docketing System

The Board docketed 17 fewer new appeals in fiscal year (FY) 2024 than it docketed in FY 2023. The Board docketed more cases than it resolved in FY 2024… more

Annual Reports, Appeals, Arbitration, Board of Contract Appeals, CBCA

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Trump 2.0: U.S. Imposes Tariffs on Key Trading Partners 

After months of anticipation, on February 1, 2025, President Trump announced the imposition of significant tariffs on Mexico, Canada, and China through three Executive Orders (EOs). While additional details are expected to be… more

Canada, China, Imports, International Emergency Economic Powers Act (IEEPA), Mexico

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The Importance of Opting In: Pitfalls of AI Enablement Without Client Buy-In

Imagine you’re an associate at a consulting firm. You’re surprised to see a new “AI Assist” button appear in your email application one morning. Without any training or guidance from your firm’s IT department, you decide to try… more

Algorithms, Artificial Intelligence, Compliance, Data Privacy, Data Protection

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Floating Charges Under English Law and Their U.S. Counterparts: A Comparative Insight for Cross-Border Lenders

Creditors under English law can take many forms of security, including fixed charges, mortgages and assignments. One of the more unique features of English security is the floating charge. The English legal system distinguishes… more

Creditors, Debtors, England, Insolvency, Lenders

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Establishing and Managing a Business in the UK 2023

Establishing and Managing a Business in the UK”, authored by the attorneys of Pillsbury’s London office, is a concise and practical guide for foreign investors in the UK. The guide covers key concerns and topics such as choice… more

CFIUS, Economic Sanctions, Foreign Corrupt Practices Act (FCPA), Foreign Investment, Investment

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Untying the Gordian Knot: The Second Circuit (Re)joins the Fray of Reverse Preemption of International Arbitration Provisions in Insurance Policies

The Second Circuit Court of Appeals has weighed in (again) on a still unsettled issue in the realm of insurance law: whether arbitration provisions in insurance policies issued by foreign insurers are enforceable notwithstanding… more

Appeals, Arbitration Agreements, Dispute Resolution, Federal Arbitration Act, Insurance Litigation

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Soaring Inflation Demands Careful Review of COLA Provisions in Technology & Services Agreements

Customers should look closely, in their new and existing contracts, at the charges and fees that are eligible for escalation under the COLA provision and beware of COLA provisions that apply to “all” charges in a contract… more

Consumer Price Index, Cost-of-Living Adjustment (COLA), Fees, Price Inflation, SaaS

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Oregon COVID-19 Law Halts Foreclosures, Expands Borrower Protections

Oregon HB 4204 law halts COVID-19 related foreclosures and requires lenders to defer payments or negotiate on loan mitigation. Oregon lenders must negotiate with borrowers on mortgage mitigation, deferral or defer payments… more

Borrowers, Coronavirus/COVID-19, Foreclosure, Governor Brown, Lenders

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What You Need to Know for Your 2020 Form 10-K

A roundup of the principal new rules and amendments promulgated by the SEC in 2020 that public companies with December 31 fiscal years should consider when preparing their Annual Reports on Form 10-K for 2020. Public companies… more

Amended Rules, Annual Reports, Compliance, Corporate Counsel, Disclosure Requirements

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Real Estate Tokenization: Recent Developments in New Jersey and Dubai

Tokenizing real estate involves converting ownership or economic rights in property into digital tokens on a blockchain platform. Blockchains can replace outdated land records, and smart contracts can automate real property… more

Blockchain, Digital Assets, Dubai, Investment, Investors

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SCOTUS Upholds Civil RICO Lawsuit for a Foreign Defendant’s Acts in the United States to Evade Enforcement of a Foreign Arbitral Award

The Supreme Court held that a defendant’s acts to prevent a foreign plaintiff from collecting on an overseas arbitration award in the U.S. may give rise to a civil RICO claim. The Court held that whether there is a U.S… more

Enforcement, Foreign Defendants, Injunctive Relief, International Arbitration, RICO

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DOGE Puts GSA Leases in the Doghouse

The Trump administration may be utilizing early exit provisions in the GSA lease cancellations and terminations reported to date, but prudent contractors should prepare for other potential tactics to end other leases the… more

Contract Terms, Department of Government Efficiency (DOGE), Federal Acquisition Regulations (FAR), Federal Contractors, General Services Administration (GSA)

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U.S. Bankruptcy Court Agrees to Enforce English Three-Step, with Third-Party Releases, Used by Mexican Auto Financer

Manipulation of “center of main interest” to secure UK bankruptcy venue does not bar chapter 15 recognition so long as creditors are not disadvantaged. On February 24, 2025, U.S. Bankruptcy Judge Michael E. Wiles granted… more

Bankruptcy Court, Chapter 15, Creditors, Debt, Debtors

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The IP Landmine That Can Kill Your Startup’s Exit: Avoiding Common Ownership Pitfalls

Unclear intellectual property (IP) ownership can pose significant challenges for startups, especially during a sale process (i.e., M&A) or investment rounds. Investors and buyers meticulously examine the chain of title for IP… more

Acquisitions, Contract Terms, Copyright, Due Diligence, Intellectual Property Protection

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IRS Eases PPP Loan Stumbling Block in M&A Deals

The IRS’s informal FAQs provide comfort that an acquirer, including affiliated companies treated as a single employer (employer group), will not lose its past or future employee retention tax credits (ERTCs) if it acquires a… more

CARES Act, IRS, Paycheck Protection Program (PPP), Tax Credits

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The Government Shutdown: What Contractors Can Do to Recover Costs

The current government shutdown may significantly impact contractors. This alert provides practical guidance to help minimize the impact… more

Appropriations Bill, Contract Disputes Act, Contract Management, Contractor Audits, Delay Claims

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Department of Defense Issues Highly Anticipated CMMC Final DFARS Rule

The Final DFARS Rule will take effect on November 10, 2025, and will be implemented through a phased approach over three years… more

Cybersecurity, Cybersecurity Maturity Model Certification (CMMC), Defense Sector, Department of Defense (DOD), DFARS

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Equity Compensation Primer: ISOs v. NSOs

Many early-stage companies give employees, consultants, advisors, board members and other service providers (referred to as “service providers”) an opportunity to own a stake in the company through the grant of compensatory… more

Compensation & Benefits, Employee Benefits, Employees, Executive Compensation, Incentive Stock Options

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FAA Releases Long-Awaited BVLOS Proposed Rule

The FAA’s landmark beyond visual line of sight (BVLOS) proposed rule aims to provide a standardized regulatory framework for enabling BVLOS operations at low altitudes and would facilitate commercial drone operations at scale… more

Aviation Industry, Comment Period, Cybersecurity, Federal Aviation Administration (FAA), New Regulations

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New Congress, More Scrutiny? Preparing for Congressional Oversight and Investigations

With unified Republican control and President-elect Trump in the White House, the new 119th Congress is certain to launch a wave of oversight activities. Organizations should prepare now for a high-stakes and unpredictable… more

China, Compliance, Congressional Oversight, Corporate Counsel, Diversity and Inclusion Standards (D&I)

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U.S. Patent Trial and Appeal Board (PTAB) Considers Sweeping Reform to Address Discretionary Denials and Petitions Filed by Certain For-Profit Entities

The USPTO is considering changes to provide a framework to guide practitioners and the PTAB in assessing the circumstances that warrant the PTAB’s exercise of its discretion to deny a petition. The USPTO is considering… more

For-Profit Corporations, Inter Partes Review (IPR) Proceeding, International Trade Commission (ITC), Patent Ownership, Patent Trial and Appeal Board

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Lenders Beware: The Ponzi Scheme Presumption Can Trap an Unwitting Lender

A recent Ninth Circuit Court decision highlights a risk for lenders caught up in a Ponzi scheme. In its recent EPD Investment decision, the Ninth Circuit reaffirmed that (as a matter of law) upon finding the existence of a… more

Affirmative Defenses, Bad Faith, Bankruptcy Code, Bankruptcy Court, Chapter 7

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Soaring Inflation Demands Careful Review of COLA Provisions in Technology & Services Agreements

Customers should look closely, in their new and existing contracts, at the charges and fees that are eligible for escalation under the COLA provision and beware of COLA provisions that apply to “all” charges in a contract… more

Consumer Price Index, Cost-of-Living Adjustment (COLA), Fees, Price Inflation, SaaS

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Great Sargasso Seaweed Event May Lead to Covered Business Interruption and Loss of Use

As summer vacation rolls around and hotels, restaurants and other hospitality companies gear up for a busy tourist season, coastal businesses in the U.S. Southeast, Puerto Rico and the Caribbean may be welcoming an unexpected… more

Business Disruption, Business Interruption, Commercial Insurance Policies, Hospitality Industry, Hotels

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Dollar Threshold Change for “Qualified Client” Definition under the Investment Advisers Act

Most 3(c)(1) private equity and hedge funds are impacted; exempt venture capital funds are not impacted. Effective August 16, 2021, the dollar thresholds specified in the definition of “qualified client” under Rule 205-3 of… more

Dodd-Frank, Fair Market Value, Hedge Funds, Investment Adviser, Investment Advisers Act of 1940

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FTC Announces HSR Threshold and Filing Fee Increases for 2025 Transactions

As a result of the increase in the U.S. Gross National Product (GNP) for 2024, the Federal Trade Commission (FTC) has announced an increase in the jurisdictional filing thresholds for the Hart-Scott-Rodino Antitrust Improvements… more

Acquisitions, Antitrust Division, Antitrust Provisions, Department of Justice (DOJ), Federal Trade Commission (FTC)

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Three-Dimensional Chess: Harmonizing Dispute Resolution Clauses in Commercial Insurance Programs

Considering the complex structure of commercial insurance programs—typically purchased in annual “towers” of insurance—risk managers and in-house counsel often do not pay sufficient attention to arbitration-related provisions,… more

Arbitration, Arbitration Agreements, Commercial Insurance Policies, Dispute Resolution, Insurance Claims

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DOJ’s New White-Collar Policy Directs Prosecutors to Focus on Individual Accountability

On September 9, 2015, Deputy Attorney General Sally Quillian Yates introduced a new policy aimed at aggressively prosecuting individuals for white-collar crimes. A product of a DOJ working group that started under former… more

Corporate Investigations, Criminal Investigations, Criminal Prosecution, Department of Justice (DOJ), Enforcement Actions

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Understanding the EPA’s Final Renewable Fuel Standard Set Rule for 2023, 2024 and 2025

The EPA issued a final Renewable Fuel Standard (RFS) rule that announces the biofuel volume targets for 2023 – 2025 and provides a first look into the EPA’s plans for implementing the program moving forward. The RFS statute… more

Biofuel, Biomass, Clean Water Act, Climate Change, Department of Energy (DOE)

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Important Delaware General Corporation Law Amendments Are Signed into Law amid Recent Delaware Chancery Court Decisions

The Delaware legislature adopted DGCL amendments that restore contract certainty for merger and stockholder agreements. The Delaware General Corporation Law (DGCL) now codifies the power of corporations to enter into valid… more

Capital Markets, Delaware General Corporation Law, Disclosure Requirements, Enforcement, Fiduciary Duty

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New DOJ–FTC Antitrust Guidelines for Business Activities Affecting Workers: Key Changes and Practical Takeaways

While the original guidelines focused primarily on per se illegal wage-fixing and no-poach agreements, the 2025 Guidelines illustrate a significant expansion in enforcement, broadening scrutiny to compensation benchmarking,… more

Antitrust Provisions, Antitrust Violations, Competition, Department of Justice (DOJ), Enforcement Actions

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California Air Resources Board Proposes Emergency Vehicle Emissions Regulations

Congress’ recent disapproval of the Biden EPA Clean Air Act preemption waiver for California’s Advanced Clean Cars II and Omnibus vehicle emission standards have prompted California to promulgate emergency regulations… more

Automotive Industry, California, California Air Resources Board, Clean Air Act, Environmental Policies

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Delaware Supreme Court Erects a “Formidable Obstacle” to Proving Counterparty Aiding and Abetting Liability in Merger Transactions

The In re Columbia Pipeline Group Merger Litigation decision clarifies that a buyer may not be found liable for aiding and abetting a seller-side breach of fiduciary duty unless the buyer had actual knowledge—not merely… more

Acquisitions, Aiding and Abetting, Business Litigation, Corporate Misconduct, Delaware

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Federal Government Shutdown: Appropriations Stalemate, Operational Slowdowns and Grant Cancellation

Funding lapse halts key federal activities and heightens uncertainty for agencies, contractors and grant recipients… more

Appropriations Bill, Clean Energy, Congressional Budget Office, Continuing Resolution, Department of Energy (DOE)

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Ninth Circuit Issues Injunction Halting SB 261 Climate Disclosure Laws

On November 18, 2025, the U.S. Court of Appeals for the Ninth Circuit issued an injunction temporarily halting the implementation of California’s SB 261, the Climate-Related Financial Risk Act, just weeks before the law’s first… more

Appeals, California, CARB, Climate Change, Constitutional Challenges

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Supreme Court Unanimously Rules “Pure Omissions” Not Actionable under SEC Rule 10b-5 Even If Disclosure Required by Item 303 of Regulation S-K

A company cannot be sued by private parties under Rule 10b-5(b) for a “pure omission” but can be liable for omissions that render other statements misleading. “Pure omissions” cannot be attacked in private 10b-5(b) actions… more

Disclosure, Disclosure Requirements, Item 303, Macquarie Infrastructure Corp v Moab Partners LP, Misleading Statements

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Sustaining and Modernizing Mainframe Systems in the Global Economy

Mainframe computers are the backbone of many global industries, and integral to industry sectors such as finance, healthcare, transportation, and government. However, the personnel trained to manage these systems are aging out… more

Business Continuity Plans, Computer Servers, Cost-Savings, Data Centers, Digital Service Providers

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President Biden and Senators Support the Ramp Up in IRS Audits on Corporate Aircraft

President Biden announced that he will focus on ending tax breaks for corporate aircraft and “cracking down on corporate jet loopholes.” Several aviation and labor organizations, including the National Business Aviation… more

Aircraft, Airlines, Audits, Biden Administration, Department of Transportation (DOT)

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UK Government Implements New Sanctions Enforcement Recommendations

In May 2025, the UK government published the Cross-Government Review of Sanctions Implementation and Enforcement policy paper (“Cross-Government Review”). Led by the Foreign, Commonwealth and Development Office (FCDO), and… more

Economic Sanctions, Enforcement Actions, Export Controls, Government Agencies, International Trade

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COVID-19 and Leveraged Finance: Some Issues to Consider

With many borrowers facing a current or looming liquidity crunch but having a committed revolving line of credit potentially available to them, borrowers and lenders need to carefully review their loan documentation when… more

Business Interruption, Coronavirus/COVID-19, EBITDA, EU, Investment

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Federal Government Shutdown: Appropriations Stalemate, Operational Slowdowns and Grant Cancellation

Funding lapse halts key federal activities and heightens uncertainty for agencies, contractors and grant recipients… more

Appropriations Bill, Clean Energy, Congressional Budget Office, Continuing Resolution, Department of Energy (DOE)

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Lyric or Leave It: Anthropic Tries to Strike a Chord with the Music Industry

The Northern District of California is overseeing an ongoing copyright lawsuit between Universal Music Corp., ABKCO Music Inc., Concord Music Group, and other music publishers (collectively, the “Publishers”) and AI company… more

Artificial Intelligence, Copyright, Copyright Infringement, Copyright Litigation, Fair Use

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Federal Circuit’s Split Decision on Software Patents in CLS Bank Satisfied No One and Confused All

Section 101 of the patent statute lists the categories of subject matter eligible for patent protection as including “any new and useful process, machine, manufacture, or composition of matter, or any new and useful improvement… more

CLS Bank, CLS Bank v Alice Corp, Patent-Eligible Subject Matter, Patents, SCOTUS

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OFAC Designates Rosneft and Lukoil in Significant Expansion of Sanctions Targeting Russia’s Energy Sector

On October 22, 2025, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) announced significant new sanctions for Russia’s energy sector, designating Rosneft Oil Company (Rosneft) and Lukoil OAO (Lukoil)… more

Bureau of Industry and Security (BIS), Critical Infrastructure Sectors, Economic Sanctions, Executive Orders, Export Administration Regulations (EAR)

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New York Creates Rocket-Docket for Commercial Disputes—But Accelerated Adjudication Comes With Trade-Offs

As of June 2, the Commercial Division of the New York Supreme Court will allow for the accelerated adjudication of commercial disputes. Rule 9 of Section 202.70(g) of the Uniform Rules for the Supreme and County Courts takes… more

Contract Disputes, Discovery, Expedited Discovery

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No Comity Tonight

U.S. Bankruptcy Court does not enforce an asset freeze order from a Brazilian insolvency proceeding recognized under chapter 15 of the Bankruptcy Code. Recognition of a foreign proceeding under chapter 15 of the Bankruptcy… more

Asset Freeze, Bankruptcy Code, Bankruptcy Court, Brazil, Chapter 15

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California AG Issues New Privacy Policy and “Do Not Track” Compliance Guidelines, Announces Proactive Enforcement

The California Attorney General recently released a series of guidelines to assist with compliance with the California Online Privacy Protection Act of 2003 (CalOPPA), which was amended to require new data collection and Do Not… more

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New York State Courts to Restore (Electronic) Filing of New Nonessential Actions

Following a two-month hiatus, litigants will soon be able to file new nonessential actions electronically in all New York State courts, even in regions of the state that have not begun reopening such as New York… more

Administrative Orders, Coronavirus/COVID-19, Electronic Filing, Re-Opening Guidelines

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California Supreme Court Dumps Excess Insurers’ Horizontal Exhaustion Argument

In a long-running environmental case, the state’s high court rejects insurers’ theory of so-called horizontal exhaustion. California Supreme Court hands policyholders a victory in latest Montrose case and upholds policyholder… more

CA Supreme Court, Environmental Insurance Policies, Excess Policies, Horizontal Exhaustion Doctrine, Insurance Industry

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Deadline for Regulatory Fee Payments Just a Week Away

On August 29, 2025, the FCC released its Report and Order establishing the annual regulatory fees for Fiscal Year (FY) 2025.  The Commission followed that release with a Public Notice announcing that regulatory fees must be paid… more

Broadcasting, Deadlines, FCC, Fees, Filing Deadlines

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FCC Again Extends Compliance Deadline for Foreign Government-Sponsored Content

With a December 8 deadline to come into compliance with the FCC’s new sponsorship identification requirements for airing content connected to a foreign government, broadcasters have been racing to figure out how to comply in a… more

Advertising, Compliance Dates, Disclosure Requirements, FCC, Final Rules

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Affirming Dismissal of AirAsia Lawsuit, D.C. Circuit Court Overrules Prior Decisions Allowing Personal Jurisdiction Based on Internet Presence Alone

In affirming the dismissal of a lawsuit against Pillsbury’s client, AirAsia, the D.C. Circuit overruled its prior precedent that a company’s website could be sufficient to support general jurisdiction. A company’s internet… more

Appeals, Corporate Counsel, DaimlerChrysler v Bauman, Dismissals, En Banc Review

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Implementation of Executive Order 14299 Turns Advanced Nuclear Deployment into a U.S. Army Priority

On October 14, 2025, the U.S. Department of the Army announced the launch of the Janus Program, a next-generation nuclear energy initiative intended to deliver resilient and assured power for national defense installations and… more

Army, Defense Sector, Department of Defense (DOD), Department of Energy (DOE), Energy Policy

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Reshaped Priorities: Navigating Changes to FCPA and FARA Enforcement

On February 10, 2025, President Donald Trump signed an Executive Order directing the Department of Justice (DOJ) to pause enforcement of the U.S. Foreign Corrupt Practices Act (FCPA), citing concerns over the competitive… more

Anti-Corruption, Bribery, Compliance, Corruption, Department of Justice (DOJ)

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DOE Issues First Solicitation for AI Data Center and Energy Co-Location on Designated Federal Land

On September 8, 2025, the U.S. Department of Energy (DOE) issued a Request for Applications (RFA) seeking proposals from U.S. companies to develop AI data centers co-located with advanced energy projects at the Idaho National… more

Artificial Intelligence, Data Centers, Department of Energy (DOE), Energy Projects, Executive Orders

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OFAC Designates Rosneft and Lukoil in Significant Expansion of Sanctions Targeting Russia’s Energy Sector

On October 22, 2025, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) announced significant new sanctions for Russia’s energy sector, designating Rosneft Oil Company (Rosneft) and Lukoil OAO (Lukoil)… more

Bureau of Industry and Security (BIS), Critical Infrastructure Sectors, Economic Sanctions, Executive Orders, Export Administration Regulations (EAR)

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Federal Court Finally Issues an Opinion Analyzing LEG 3 (and It’s a Win for Policyholders)

The London Engineering Group’s LEG 3 exclusion—one of three standard form provisions issued by the London Engineering Group addressing coverage arising from construction or design defects—is an increasingly common defects… more

Design Defects, Federal Court Litigation, Insurance Industry, Rectification, Replacement Costs

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Tour de Force: COVID-19 Continues to Impact Leases While Cases Implicating Force Majeure Await Decisions

Real estate litigation and landlord-tenant disputes continue to dominate the COVID-19 force majeure litigation landscape. Meanwhile, several COVID-related cases are teed up for judicial decisions implicating force majeure… more

Coronavirus/COVID-19, Damages, Force Majeure Clause, Landlords, Popular

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Historic Estate Planning Opportunities from Tax Reform

The Tax Cuts and Jobs Act, providing extraordinary estate planning opportunities, was signed into law by the President on December 22, 2017. The new Act allows for a great opportunity to take advantage of increased exemption… more

529 Plans, Alternative Minimum Tax, Charitable Donations, Estate Planning, Estate Tax

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Compliance Programs Must Track and Adapt to Changes and Risks

Updated DOJ Guidance calls on corporations to devote additional resources and attention to detect and prevent misconduct. A well-structured and effective compliance program must evolve with lessons learned, be understood by… more

Audits, Compliance, Corporate Misconduct, Department of Justice (DOJ), Employee Misconduct

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Choosing the Wrong Business Structure: A Startup’s Death Sentence?

Starting a business is a thrilling journey filled with excitement, innovation and the promise of potential success. However, choosing the wrong business structure to reach your objectives can set your business on a path to… more

Business Development, Business Entities, Business Formation, Business Ownership, Business Strategies

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Real Estate & Construction News Roundup (8/20/25) – Hotel Growth Forecast, Data Center Availability and an AI Rental Revolution

In our latest roundup, AI cuts disaster infrastructure losses, multifamily drives increase in CRE delinquency rates, commercial services firms lead in office and industrial leasing activity, and more! AI applications such as… more

Artificial Intelligence, Commercial Leases, Commercial Real Estate Market, Data Centers, Hotels

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The Corporate Transparency Act: What You Need to Do Now

When the Corporate Transparency Act (CTA) goes into effect in January 2024, millions of companies will face new beneficial ownership reporting obligations. The Financial Crimes Enforcement Network has proposed allowing… more

Beneficial Owner, Corporate Counsel, Corporate Transparency Act, FinCEN, Partnerships

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What the Trade Needs to Know (and Do) About the DOJ’s New Trade Fraud Task Force

Last month, the U.S. Department of Justice (DOJ) announced the launch of a “cross-agency” Trade Fraud Task Force “to bring robust enforcement against importers and other parties who seek to defraud the United States.”… more

Criminal Prosecution, Customs and Border Protection, Department of Homeland Security (DHS), Department of Justice (DOJ), Enforcement Actions

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Federal Reserve Governor Waller Proposes “Payment Accounts”: A Potential New On-Ramp for Payments Innovators

In an October 21, 2025, address at the Federal Reserve’s inaugural Payments Innovation Conference, Gov. Christopher Waller outlined a proposal for the creation of a new class of Federal Reserve accounts—referred to as “payment… more

Digital Assets, Federal Reserve, Financial Institutions, Financial Regulatory Reform, FinTech

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Federal Government Shutdown: Appropriations Stalemate, Operational Slowdowns and Grant Cancellation

Funding lapse halts key federal activities and heightens uncertainty for agencies, contractors and grant recipients… more

Appropriations Bill, Clean Energy, Congressional Budget Office, Continuing Resolution, Department of Energy (DOE)

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Parametric Insurance: The Future-Proof Solution for Enterprise Risk

In today’s fast-paced and increasingly unpredictable global environment, large enterprises face mounting risks—natural catastrophes, climate-related disruptions, supply chain breakdowns and emerging digital threats. Traditional… more

Business Interruption, Climate Change, Commercial Insurance Policies, Cyber Insurance, Energy Sector

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Level Unlocked: Insurance Recovery Options for Video Game Manufacturers Facing Video Game Addiction Lawsuits

In the last few years, the video game industry has been hit with lawsuits accusing certain games of fostering addictive behaviors, especially among younger players. These lawsuits often cite features like loot boxes,… more

Bodily Injury, Breach of Duty, Commercial General Liability Policies, D&O Insurance, Errors and Omissions Policy

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Judge Starr’s Ruling in Metals.com Case Raises Jurisdictional Questions About CFTC Authority

A recent ruling by a Texas federal court adopts a narrow, textually driven reading of the Commodity Exchange Act, questioning whether gold and silver bullion are “commodities” within the statute’s scope… more

CFTC, Commodities, Commodity Exchange Act (CEA), Cryptocurrency, Digital Assets

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FCC Proposes to Recalibrate the UMFUS Framework to Expand Satellite Access

The rapid expansion of the commercial space economy over the last decade has resulted in demand on spectrum far exceeding the Commission’s expectations at the time it devised and adopted its Upper Microwave Flexible Use Spectrum… more

5G Network, Comment Period, FCC, NPRM, Proposed Rules

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Preparing for the Unthinkable: Treatment of Compensation and Benefits on Death of an Employee

When an employee unexpectedly dies, companies often want to act quickly so as to minimize disruption to the deceased employee’s family. While that is an important goal, companies need to ensure that they follow federal and state… more

401k, Beneficiaries, Compensation & Benefits, Death Benefits, Employee Benefits

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Making Japan a More Attractive Center for International Arbitration

Since 2017, Japan has been actively working to promote international arbitration. The updates to the Arbitration Act of Japan should help boost the country’s popularity as an arbitration seat… more

Arbitration Awards, Commercial Arbitration, Foreign Corporations, Hong Kong International Arbitration Centre (HKIAC), International Arbitration

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How Your Startup Can Work Effectively with Experienced Advisors

Startups run lean—money, time and deep expertise are often in short supply. But seasoned entrepreneurs who have built and exited companies can be a powerful asset—if engaged the right way… more

Board of Directors, Conflicts of Interest, Consultants, Corporate Governance, Emerging Growth Companies

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SBA Releases Program Guide for Restaurant Revitalization Fund Grants

The program guide addresses application requirements and eligibility criteria for prospective grantees as they prepare for the program’s announced May 3 launch. On April 20, 2021, the Small Business Administration (SBA)… more

American Rescue Plan Act of 2021, Business Expenses, Coronavirus/COVID-19, Economic Injury Disaster Loans, Federal Trade Commission (FTC)

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State Taxation in Indian Country Could Face Supreme Court Scrutiny

South Point Energy Center, LLC, with the support of the Fort Mohave Indian Tribe, seeks Supreme Court confirmation that SALT exemption applies to the permanent improvements on Indian land, regardless of ownership status. The… more

Appellate Courts, Certiorari, Energy Projects, Native American Issues, Preemption

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Court Dismisses COVID-19 Flight Cancellation and Refund Class Action Lawsuit Brought Against Norwegian Air

With airlines facing over 30 class actions across the country seeking refunds for COVID-19 related flight cancellations, Pillsbury client Norwegian Air is the first to obtain a dismissal with prejudice. Boilerplate… more

Airline Deregulation Act, Airlines, Breach of Contract, California, Class Action

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Floating Charges Under English Law and Their U.S. Counterparts: A Comparative Insight for Cross-Border Lenders

Creditors under English law can take many forms of security, including fixed charges, mortgages and assignments. One of the more unique features of English security is the floating charge. The English legal system distinguishes… more

Creditors, Debtors, England, Insolvency, Lenders

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Disclosure of Non-GAAP Financial Measures: Recent SEC Comments and Enforcement Actions

The U.S. Securities and Exchange Commission (SEC) continues to scrutinize adjustments to, and presentation of, non-GAAP financial measures. Recent SEC enforcement actions for allegedly improper and misleading use of non-GAAP… more

C&DIs, Compliance, Corporate Fines, Criminal Penalties, Disclosure Requirements

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Startup IP Myths That Can Cost You Millions (or Kill Your Exit)

Intellectual property (IP) is often the most valuable—but also the most misunderstood—asset in a startup’s portfolio. Early missteps can jeopardize funding, derail acquisitions or expose founders to costly legal disputes. In… more

Acquisition Agreements, Investors, Non-Compete Agreements, Open Source Software, Patent Applications

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Build Back Better Includes Historic Expansion of the Low-Income Housing Tax Credit Program

On November 19, 2021, the U.S. House of Representatives passed the Build Back Better Act (H.R. 5376), a bill that represents a large portion of the Biden-Harris Administration’s agenda. Among other spending and tax measures, the… more

Infrastructure, Low Income Housing, Tax Credits

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Lashify v ITC: The Federal Circuit Redefines the Domestic Industry Requirement

The Federal Circuit has overturned the U.S. International Trade Commission’s longstanding interpretation of section 337(a)(3)(B). Complainant Lashify, Inc. appealed an adverse decision by the U.S. International Trade Commission… more

Appeals, Domestic Industry Requirement, Intellectual Property Litigation, Intellectual Property Protection, International Trade

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District Court Ruling Bars Federal Trade Commission Non-Compete Rule for the Near Term

With further proceedings anticipated, and in light of the numerous state law restrictions on non-competes, employers should continue to act with caution when presenting employees with non-compete agreements. On August 20,… more

Federal Bans, Federal Trade Commission (FTC), Final Rules, FTC Act, Non-Compete Agreements

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Important Delaware General Corporation Law Amendments Are Signed into Law amid Recent Delaware Chancery Court Decisions

The Delaware legislature adopted DGCL amendments that restore contract certainty for merger and stockholder agreements. The Delaware General Corporation Law (DGCL) now codifies the power of corporations to enter into valid… more

Capital Markets, Delaware General Corporation Law, Disclosure Requirements, Enforcement, Fiduciary Duty

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VC Update—The Down Round Is Back

Financing terms in the VC market are tightening in a hurry. As valuations of public company comparables crumble and VCs engage in stricter price discipline, startups able to raise money may only be able to do so at… more

Change of Control, Dividends, Pay-To-Play, Preferred Stock Financing, Publicly-Traded Companies

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China Suspends Export Controls on Certain Critical Minerals and Related Items

On October 9, 2025, China’s Ministry of Commerce (MOFCOM and General Administration of Customs (GAC) published a set of announcements (Nos. 55 to 58 and 61, 62) with a series of export control measures. These include export… more

Bureau of Industry and Security (BIS), China, Dual Use Goods, Entity List, Export Controls

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Casinos Go Virtual

In late February 2013 the New Jersey Legislature passed legislation allowing on-line wagering, subject to certain limitations. This legislation was signed into law by Governor Chris Christie. Under the new law, licensed… more

Casinos, Chris Christie, Licenses, Online Gaming

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New California Law Imposes a Five Percent Cap on Retention for Private Works of Improvement

Most private construction contracts executed on or after January 1, 2026, must limit progress payment retention to five percent or less under a new law that goes into effect on the first of the year in California. This… more

California, Construction Contracts, Construction Project, Contract Terms, Contractors

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Federal Government Shutdown: Appropriations Stalemate, Operational Slowdowns and Grant Cancellation

Funding lapse halts key federal activities and heightens uncertainty for agencies, contractors and grant recipients… more

Appropriations Bill, Clean Energy, Congressional Budget Office, Continuing Resolution, Department of Energy (DOE)

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The Real Estate Market – Warehouses, Ports and Addition by Subdivision

In episode #26 of Industry Insights podcast, Steve Hamilton joins host Joel Simon to discuss certain segments of the real estate market and related financing that remained robust in the midst of the pandemic… more

Apartments, Borrowers, Distribution Centers, Housing Market, Lenders

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New York State Tax Appeals Tribunal Rejects Sourcing of Partnership Income to that Partnership’s Operating Location

The New York State Tax Appeals Tribunal (Tribunal) held that a taxpayer’s distributive share income from a partnership was intangible income properly sourced to the taxpayer’s residence and not to the location of the… more

Administrative Law Judge (ALJ), Income Taxes, New York, Partnerships, Tax Liability

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Implementation of Executive Order 14299 Turns Advanced Nuclear Deployment into a U.S. Army Priority

On October 14, 2025, the U.S. Department of the Army announced the launch of the Janus Program, a next-generation nuclear energy initiative intended to deliver resilient and assured power for national defense installations and… more

Army, Defense Sector, Department of Defense (DOD), Department of Energy (DOE), Energy Policy

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Texas Restricts Evictions Due to COVID-19: Landlord Considerations

In the wake of the COVID-19 pandemic, the Supreme Court of Texas along with many Texas counties have issued moratoriums on evictions and foreclosures, the applicability of which remains varied and depends on local… more

CARES Act, Coronavirus/COVID-19, Eviction, Foreclosure, Moratorium

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Acquisition of Distressed Loans: Bankruptcy Considerations and the 363 Sale

There are no shortage of bankruptcy considerations that must be understood by an incoming lender who acquires a distressed commercial real estate loan and whose borrower shortly thereafter files for bankruptcy protection. For… more

Bankruptcy Code, Commercial Real Estate Market, Debtors, Distressed Debt, Foreclosure

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Great Sargasso Seaweed Event May Lead to Covered Business Interruption and Loss of Use

As summer vacation rolls around and hotels, restaurants and other hospitality companies gear up for a busy tourist season, coastal businesses in the U.S. Southeast, Puerto Rico and the Caribbean may be welcoming an unexpected… more

Business Disruption, Business Interruption, Commercial Insurance Policies, Hospitality Industry, Hotels

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DC Circuit Rules White House CEQ Lacks Authority to Issue Binding NEPA Regulations

The White House Council on Environmental Quality (CEQ) lacks statutory authority to issue binding regulations implementing the National Environmental Policy Act (NEPA). While the decision does not invalidate any actions… more

Administrative Procedure Act, Appeals, Article II, CEQ, Clean Energy

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VietJet v FW Aviation: Latest Developments

In the context of security assignments, the judgment again emphasises the distinction between day-one assigned rights, on the one hand, and other rights and remedies exercisable only following an enforcement event, on the other… more

Aircraft Financing, Appeals, Borrowers, Breach of Contract, Commercial Litigation

See all updates »

Federal Government Shutdown: Appropriations Stalemate, Operational Slowdowns and Grant Cancellation

Funding lapse halts key federal activities and heightens uncertainty for agencies, contractors and grant recipients… more

Appropriations Bill, Clean Energy, Congressional Budget Office, Continuing Resolution, Department of Energy (DOE)

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Colorado Extends Notice-Prejudice Rule for First-Party Occurrence Policies

In a recent win for policyholders, the Supreme Court of Colorado handed down a pair of decisions that extended the notice-prejudice rule to first-party property policies. Colorado law now requires an insurer to demonstrate that… more

CO Supreme Court, Insurance Industry, Property Insurance

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Federal Government Shutdown: Appropriations Stalemate, Operational Slowdowns and Grant Cancellation

Funding lapse halts key federal activities and heightens uncertainty for agencies, contractors and grant recipients… more

Appropriations Bill, Clean Energy, Congressional Budget Office, Continuing Resolution, Department of Energy (DOE)

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Prime Contractors Take Note of New California Law Imposing Liability for Subcontractors’ Employees’ Unpaid Wages

California is imposing greater responsibilities on prime contractors for nonpayment of wages and benefits by their subcontractors. On October 14, Governor Jerry Brown signed into law Assembly Bill 1701 (Thurmond), adding Section… more

Construction Contracts, Construction Industry, Contractors, Popular, Prime Contractor

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The Supreme Court’s Decision in Liu and Insider Trading Enforcement

Although the Supreme Court handed the SEC a win by preserving its authority to seek disgorgement, the Liu decision limits that authority and creates uncertainty that will likely benefit defendants, particularly in insider… more

15 U.S.C. § 78u(d)(5), Administrative Authority, Business Expenses, Calculation of Damages, Corporate Misconduct

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EPA Expands Requirements for Reducing Methane Emissions from Oil & Gas Production Sector

EPA proposes new emissions control requirements for new sources and existing sources and aims to reduce methane emissions by 74 percent by 2030. Regulations would require newly constructed oil and gas production facilities to… more

Biden Administration, Department of Justice (DOJ), Environmental Protection Agency (EPA), Greenhouse Gas Emissions, Methane

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California Enacts Landmark CEQA Reforms to Accelerate Housing and Infrastructure Development

AB 130 focuses on streamlining the approval of urban-infill housing. SB 131 complements AB 130 by removing CEQA hurdles for a broader range of project types and land use decisions. CEQA exemptions do not override local zoning… more

Affordable Housing, California, CEQA Reform, Housing Developers, Infrastructure

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California Allows Localities to Reopen Certain Businesses Consistent with State Guidance

The new order provides a pathway for certain industries to open doors sooner than others. Retailers and other businesses are allowed to resume limited operations… more

California, Coronavirus/COVID-19, Executive Orders, Public Safety, Re-Opening Guidelines

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Transferring Customer Data in an Asset Sale

Be careful what you’ve promised your customers…or what has been promised about data you buy! In today’s world, consumer data is a huge asset for companies across all industries, in particular those in technology-focused… more

Business Assets, Chapter 11, Commercial Bankruptcy, Customer Lists, Data Use Policies

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What the Trade Needs to Know (and Do) About the DOJ’s New Trade Fraud Task Force

Last month, the U.S. Department of Justice (DOJ) announced the launch of a “cross-agency” Trade Fraud Task Force “to bring robust enforcement against importers and other parties who seek to defraud the United States.”… more

Criminal Prosecution, Customs and Border Protection, Department of Homeland Security (DHS), Department of Justice (DOJ), Enforcement Actions

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Protecting Shareholder Rights During the COVID 19 Pandemic

Boards may want to consider adopting or placing “on the shelf” a shareholder rights plan (or “poison pill”) to address the recent collapse in equity values and resulting vulnerability. Because of the current unprecedented… more

Coronavirus/COVID-19, Corporate Governance, Institutional Shareholder Services (ISS), Poison Pill, Shareholder Rights

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70 Days and Counting: Clock Is Ticking to Claim Embedded Software Tax Exemption

The amount of non-taxable embedded software being taxed in California is a staggering number. While companies own assets with millions of dollars of embedded software, few companies are maximizing their property tax savings… more

Software, Tax Exemptions

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Winner-Winner: Preserving Your Chicken Dinner with JPI

Judgment Preservation Insurance (JPI), also sometimes referred to as Judgment Protection Insurance, has become both more requested and available in recent years. As more plaintiffs seek ways to protect court judgments, more… more

Appeals, Insurance Industry, Policy Terms, Reduction of Damages, Trials

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Share Transfer Tripwire: Some Hidden Risks in Deed of Adherence Clauses

Certain provisions commonly found in joint venture and shareholder documentation for early-stage and investment companies are so ubiquitous that they are often accepted without negotiation or full consideration of their wider… more

Acquisitions, Breach of Contract, Business Entities, Contract Terms, Corporate Governance

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1 De Haro: A Case Study on Successful Cross-Laminated Timber Design and Construction in San Francisco

At the intersection of San Francisco’s SOMA, Potrero Hill and Showplace Square districts, a first-of-its-kind building offers an example of the potential widespread success of mass timber construction in the United States. 1 De… more

Construction Industry, Construction Project, Lumber Industry, Sustainability, Timber

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Recent Measures Establish Unprecedented Tax Increases on Real Property in California Cities

In the City of Los Angeles, Measure ULA will impose an additional city real estate transfer tax of 4% on transactions between $5 million and $10 million and an additional 5.5% on transactions over $10 million. In the City of… more

California, Property Tax, Tax Increases, Transfer Taxes

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Esports Industry Report

We began developing this report before COVID-19. Then, esports was a burgeoning sector with exponential year-over-year growth. The commercial landscape was ripe with opportunities for all stakeholders in the esports… more

Coronavirus/COVID-19, eSports, Financial Sponsors, Louis Vuitton, NBA

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California’s Ban on Drip Pricing Begins July 1, 2024

Starting July 1, businesses transacting with California consumers must include “all mandatory fees or charges” in advertised prices. California’s self-proclaimed “most effective in the nation” ban on drip pricing goes into… more

Algorithms, Civil Monetary Penalty, Class Action, CLRA, Consumer Financial Protection Bureau (CFPB)

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The 2025 Legal Horizon for U.S. Offshore Wind

In its first nine months, the Trump administration has taken multiple actions impacting offshore wind development and generating substantial uncertainty as to the industry’s future in the United States. Those actions have placed… more

Clean Energy, Department of the Interior, Energy Policy, Energy Reform, Environmental Protection Agency (EPA)

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DOL Expands Investment Advice Subject to Fiduciary Liability

Following previous failed attempts to expand the fiduciary liability of financial services providers, the DOL released a new rule that broadens the definition of “fiduciary” under ERISA. The new rule is expected to face various… more

401k, Benefit Plan Sponsors, Compliance, Conflicts of Interest, Department of Labor (DOL)

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Supreme Court Strikes Down Race-Conscious Admissions at Harvard and UNC

While the Court did not explicitly overrule prior precedent, it significantly constrains schools’ ability to consider race in admissions. The Supreme Court ruled that the race-conscious admissions programs at Harvard and the… more

Affirmative Action, Civil Rights Act, College Admissions, Diversity, Educational Institutions

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Expansion of Global Capability Centers Requires Anticorruption Compliance Planning

Companies looking to set up global capability centers in India should take steps at the outset to assure compliance with applicable anti-bribery and anti-corruption laws and standards. The FCPA prohibits bribing or offering… more

Anti-Bribery, Anti-Corruption, Compliance, Department of Justice (DOJ), Foreign Corrupt Practices Act (FCPA)

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OFAC Designates Rosneft and Lukoil in Significant Expansion of Sanctions Targeting Russia’s Energy Sector

On October 22, 2025, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) announced significant new sanctions for Russia’s energy sector, designating Rosneft Oil Company (Rosneft) and Lukoil OAO (Lukoil)… more

Bureau of Industry and Security (BIS), Critical Infrastructure Sectors, Economic Sanctions, Executive Orders, Export Administration Regulations (EAR)

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Federal Government Shutdown: Appropriations Stalemate, Operational Slowdowns and Grant Cancellation

Funding lapse halts key federal activities and heightens uncertainty for agencies, contractors and grant recipients… more

Appropriations Bill, Clean Energy, Congressional Budget Office, Continuing Resolution, Department of Energy (DOE)

See all updates »

Startup IP Myths That Can Cost You Millions (or Kill Your Exit)

Intellectual property (IP) is often the most valuable—but also the most misunderstood—asset in a startup’s portfolio. Early missteps can jeopardize funding, derail acquisitions or expose founders to costly legal disputes. In… more

Acquisition Agreements, Investors, Non-Compete Agreements, Open Source Software, Patent Applications

See all updates »

What the Trade Needs to Know (and Do) About the DOJ’s New Trade Fraud Task Force

Last month, the U.S. Department of Justice (DOJ) announced the launch of a “cross-agency” Trade Fraud Task Force “to bring robust enforcement against importers and other parties who seek to defraud the United States.”… more

Criminal Prosecution, Customs and Border Protection, Department of Homeland Security (DHS), Department of Justice (DOJ), Enforcement Actions

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Code of Conduct: Developing a Guide for Association Event Attendees

Associations invest considerable effort and expense to help assure a safe, welcoming and positive experience for all attendees. Just one disruptive, ill-mannered, offensive individual can significantly damage the experience for… more

Best Practices, Code of Conduct, Corporate Culture, Ethics, Governance Standards

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Federal Court Vacates Education Department’s Dear Colleague Letter on DEI: What Schools, Colleges, and Contractors Need to Know

Following the vacatur of the Department of Education’s anti-DEI guidance, institutions receiving federal education funds may want to reevaluate compliance frameworks, policy positions, and academic governance under clarified… more

Administrative Procedure Act, Anti-Discrimination Policies, Constitutional Challenges, Dear Colleague Letter, Department of Education

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Doing Business in the United States

In This Book: - Choice Of A Business Entity - Introduction To Federal Securities Laws - From Let’s Go Shopping To Closing: M&A Process In The United States - Employment Considerations - Equity… more

Business Formation, Choice of Entity, Commercial Real Estate Market, Corporate Taxes, Dispute Resolution

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Texas Granted Primacy Over Class VI Carbon Storage Wells

On November 12, 2025, the U.S. Environmental Protection Agency (EPA) approved Texas’s request for primacy over Class VI underground injection control (UIC) wells under the Safe Drinking Water Act, authorizing the Railroad… more

Carbon Capture and Sequestration, Climate Change, Energy Sector, Environmental Protection Agency (EPA), Permits

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EDGAR Next Implements Significant System Updates

System updates include improved security measures and features to enhance filers’ ability to manage their EDGAR accounts, as well as important changes to current processes, which filers should begin reviewing now to ensure a… more

Compliance, EDGAR, Filing Deadlines, Filing Requirements, New Regulations

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Should Claims of a Link Between Tylenol/Acetaminophen Use and Autism Prompt Regulatory and Litigation Risks, Insurance Coverage May Offer Key Protection

As debate intensifies over acetaminophen and autism claims, manufacturers, distributors and health care providers should review coverage options to manage potential liabilities… more

D&O Insurance, Food and Drug Administration (FDA), Healthcare, Insurance Litigation, Manufacturers

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Trademark Fundamentals: Likelihood of Confusion

A core concept in trademark law that every startup founder should understand is “likelihood of confusion.” This legal standard plays a pivotal role in both trademark registration and enforcement. It’s essential for protecting… more

Business Development, Entrepreneurs, Intellectual Property Protection, Likelihood of Confusion, Startups

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FAA Releases Long-Awaited BVLOS Proposed Rule

The FAA’s landmark beyond visual line of sight (BVLOS) proposed rule aims to provide a standardized regulatory framework for enabling BVLOS operations at low altitudes and would facilitate commercial drone operations at scale… more

Aviation Industry, Comment Period, Cybersecurity, Federal Aviation Administration (FAA), New Regulations

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A Look At Trademark Law Changes In Congress' Spending Bill

The federal trademark registration system in the U.S. is primarily premised on how a mark is used in commerce on or in connection with the provision of certain goods and services. Most U.S. trademark applicants must show the… more

Appeals, Coronavirus/COVID-19, Trademark Litigation, Trademark Modernization Act (TMA), Trademark Registration

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Small Business Administration Final Rule Makes Significant Changes to Recertification Regulations and Various Government Contracting Programs

The final rule, which takes effect January 16, 2025, could significantly affect small and large businesses considering any merger and acquisition (M&A) activity—and timing will be critical. In a major change, contractors making… more

Acquisitions, Federal Contractors, Final Rules, Mergers, Multiple Award Contracts

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Can I Invest My 401(k) Account in Private Equity?

An executive order seems to allow 401(k) and other defined contribution plans to offer cryptocurrency, gold and private equity but leaves in place fiduciary rules that are less permissive… more

401k, Alternative Investment Funds, Collective Investment Schemes, Cryptocurrency, Defined Contribution Plans

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Prepare for Arrival: Aviation Finance Transitions to SOFR

Term SOFR emerges as the new market standard for aviation financing and leasing transactions. Market standards are evolving in new SOFR-based financings, including with respect to market disruption, breakage costs and future… more

Alternative Reference Rates Committee (ARRC), Consumer Financial Products, Financial Transactions, GSE, ISDA

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Trump 2.0 Administration: Anticipated Impacts on International Trade, Sanctions and Economic Policy

Broad Tariff Increases Could Reshape Global Trade: The aggressive use of tariffs could create significant trade disruptions for businesses dependent on global supply chains, and pair novel use of authorities with existing tariff… more

Artificial Intelligence, CFIUS, China, Cuba, Dual Use Goods

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Floating Charges Under English Law and Their U.S. Counterparts: A Comparative Insight for Cross-Border Lenders

Creditors under English law can take many forms of security, including fixed charges, mortgages and assignments. One of the more unique features of English security is the floating charge. The English legal system distinguishes… more

Creditors, Debtors, England, Insolvency, Lenders

See all updates »

Federal Court Vacates Education Department’s Dear Colleague Letter on DEI: What Schools, Colleges, and Contractors Need to Know

Following the vacatur of the Department of Education’s anti-DEI guidance, institutions receiving federal education funds may want to reevaluate compliance frameworks, policy positions, and academic governance under clarified… more

Administrative Procedure Act, Anti-Discrimination Policies, Constitutional Challenges, Dear Colleague Letter, Department of Education

See all updates »

EDGAR Next Implements Significant System Updates

System updates include improved security measures and features to enhance filers’ ability to manage their EDGAR accounts, as well as important changes to current processes, which filers should begin reviewing now to ensure a… more

Compliance, EDGAR, Filing Deadlines, Filing Requirements, New Regulations

See all updates »

Navigating Conflicts in Rescue M&A and Financings

Imagine you are a founder or director of a Series B-stage B2B technology startup. You have gained commercial traction but have not quite hit your growth targets in core and expansion markets—perhaps due to pursuing too many… more

Acquisition Agreements, Board of Directors, Conflicts of Interest, Emerging Growth Companies, Fiduciary Duty

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CFTC Permits Listing of Perpetual Futures on BTC and ETH: A Regulatory Milestone for U.S. Crypto Derivatives

The move comes in the wake of an open request for comment on “perps” issued by the CFTC earlier this year—but no new rule or interpretive guidance has followed. Importantly, the SEC has not challenged the listing of ETH… more

CFTC, Cryptocurrency, Derivatives, Digital Assets

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UK Government Implements New Sanctions Enforcement Recommendations

In May 2025, the UK government published the Cross-Government Review of Sanctions Implementation and Enforcement policy paper (“Cross-Government Review”). Led by the Foreign, Commonwealth and Development Office (FCDO), and… more

Economic Sanctions, Enforcement Actions, Export Controls, Government Agencies, International Trade

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Negotiating Construction Agreements with Japanese Contractors for Domestic Projects

A foreign owner contracting with a Japanese construction company to build facilities in Japan, whether a hotel, a manufacturing facility, a process plant or otherwise, faces a number of challenges… more

Construction Contracts, Construction Industry, Construction Project, Contract Negotiations, Design-Build

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Delaware or Texas: Where Should You Incorporate in 2025?

If you're launching a startup in 2025, one of your first questions might be: “Where should I incorporate?” For decades, the most popular answer has been Delaware… more

Business Court, Business Development, Business Entities, Business Formation, Certificates of Incorporation

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Strength in Numbers—The Class Actions Strategy for Insurance Claims

When wildfires, floods or other disasters strike, multiple policyholders can be affected in similar ways. But historically, each policyholder would take on their insurance company alone—a tough task, especially for individual… more

Bad Faith, Class Action, Damages, Insurance Claims, Insurance Industry

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Obamacare HealthCare.gov Issues Serve as a Reminder to Embrace Best Practices in Software Development and Integration Projects

October 1st marked the beginning of open enrollment for the federal and state health care exchanges ("Exchanges") created to comply with the Affordable Care Act ("ACA") of 2010, commonly referred to as Obamacare. The creation of… more

Affordable Care Act, Health Insurance Exchanges, Healthcare, Open Enrollment, Software

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Equity Compensation: E-Filing Section 83(b) Elections

In July 2025, the Internal Revenue Service (IRS) modernized the process used to file elections under Section 83(b) of the Internal Revenue Code of 1986 (“Section 83(b)” and “83(b) elections”) by allowing taxpayers to file… more

Electronic Filing, Employer Responsibilities, Equity Compensation, Filing Requirements, Internal Revenue Code (IRC)

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Reminder: “Gross” Does Not Mean “Net” – California OTA Holds All Repatriated Dividends Must Be Included in Sales Factor

In a decision marked “not precedential,” the OTA held 100 percent of repatriated dividends must be included in the taxpayer’s sales factor denominator… more

Apportionment, California, Dividends, Income Taxes, Sales Factor

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CTA Deadline Approaching for Foreign Reporting Companies

The Corporate Transparency Act (CTA) was adopted by Congress in January 2021 and became effective on January 1, 2024. Under the CTA and the initial regulations implementing it, “reporting companies” (corporations, LLCs, limited… more

Beneficial Owner, Business Entities, Business Ownership, Corporate Transparency Act, Disclosure Requirements

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Russia Sanctions Year in Review: Impact on Aviation Sector

This post marks the third entry in our Year-in-Review series. For prior posts, click here. Many of the first measures that the United States, European Union and United Kingdom collectively took against Russia in 2022 related to… more

Aviation Industry, Bureau of Industry and Security (BIS), Economic Sanctions, EU, Export Administration Regulations (EAR)

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Should Claims of a Link Between Tylenol/Acetaminophen Use and Autism Prompt Regulatory and Litigation Risks, Insurance Coverage May Offer Key Protection

As debate intensifies over acetaminophen and autism claims, manufacturers, distributors and health care providers should review coverage options to manage potential liabilities… more

D&O Insurance, Food and Drug Administration (FDA), Healthcare, Insurance Litigation, Manufacturers

See all updates »

Federal Government Shutdown: Appropriations Stalemate, Operational Slowdowns and Grant Cancellation

Funding lapse halts key federal activities and heightens uncertainty for agencies, contractors and grant recipients… more

Appropriations Bill, Clean Energy, Congressional Budget Office, Continuing Resolution, Department of Energy (DOE)

See all updates »

Acquirers Beware: Salary History Bans Impact Employment Diligence and Arrangements

New state and local laws might change employment salary due diligence and post-closing arrangements in M&A deals New state and local laws might change employment salary due diligence and post-closing arrangements in M&A deals… more

Acquisitions, Due Diligence, Employment Discrimination, Hiring & Firing, Job Applicants

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How to Split Equity Between Co-Founders (and Stay Friends)

Starting a company with someone is like entering into a high-stakes relationship that blends money, vision and emotions. Like any relationship, it requires trust, communication and clear boundaries to thrive, and one of the… more

Business Formation, Contract Terms, Equity Compensation, Equity Grants, Founding Members

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Important Delaware General Corporation Law Amendments Are Signed into Law amid Recent Delaware Chancery Court Decisions

The Delaware legislature adopted DGCL amendments that restore contract certainty for merger and stockholder agreements. The Delaware General Corporation Law (DGCL) now codifies the power of corporations to enter into valid… more

Capital Markets, Delaware General Corporation Law, Disclosure Requirements, Enforcement, Fiduciary Duty

See all updates »

New Federal Anti-Hazing Requirements for College Campuses

The recent “Stop Campus Hazing Act” creates new anti-hazing requirements for colleges and universities. Collection of Data Regarding “Hazing Incidents”: January 1, 2025 - The federal “Stop Campus Hazing Act” (the Act) amends a… more

Colleges, Compliance, Educational Institutions, Hazing, Regulatory Requirements

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The Beginning of the End of an Era? Competition to Delaware’s Supremacy as Corporate Domicile and Implications for D&O Insurance

Delaware has long been the leading jurisdiction in which companies incorporate. According to Delaware’s published statistics from 2023… more

Business Judgment Rule, Corporate Governance, Corporate Taxes, D&O Insurance, Delaware

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Paloma Resources v. Axis Insurance Shows How “The” Can Be the Genuine Article in a Policyholder Defense

It’s said that an ant can carry fifty times its own weight. That’s nothing. A recent decision out of the U.S. Court of Appeals for the Fifth Circuit provides a compelling reminder to policyholders and their counsel: Even the… more

Appellate Courts, Commercial Insurance Policies, Contract Terms, D&O Insurance, Denial of Insurance Coverage

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VietJet v FW Aviation: Latest Developments

In the context of security assignments, the judgment again emphasises the distinction between day-one assigned rights, on the one hand, and other rights and remedies exercisable only following an enforcement event, on the other… more

Aircraft Financing, Appeals, Borrowers, Breach of Contract, Commercial Litigation

See all updates »

SCOTUS Limits Scope of NEPA Reviews, Reinstates Approval of Uinta Basin Railway

In a highly anticipated decision for project developers and permitting agencies, the U.S. Supreme Court reversed the D.C. Circuit’s 2023 decision that had invalidated federal approval of the Uinta Basin Railway. In Seven County… more

Energy Policy, Energy Projects, Environmental Impact Statements, Environmental Litigation, Judicial Review

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Red Sea Dangers: Increasing Insurance Premiums and Introducing Coverage Exclusions for Vessels Transiting the Red Sea

Yemeni-based Houthi forces have attacked more than two dozen vessels transiting the Red Sea since the October 7, 2023, start of the current Israel-Hamas conflict, leading to a surge in marine war insurance premiums. Houthi… more

Commercial Insurance Policies, Insurance Industry, Insurance Rates, Lloyds of London, Marine Insurance

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Unleashing the AI Imagination: A Global Overview of Generative AI Regulations

United States: The Administration and Congress are taking initial steps to produce legislation to regulate AI and using interim measures, such as the White House’s recently announced voluntary agreement with seven prominent… more

Artificial Intelligence, China, Data Privacy, Data Protection, Disclosure Requirements

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New UK Corporate Offense of “Failure to Prevent Fraud” Under Economic Crime and Corporate Transparency Act 2023: What Companies Need to Be Ready

On September 1, the new Failure to Prevent Fraud offense will come into force, which has extraterritorial effect and significantly expands corporate liability for nine types of fraud committed by associated persons. The UK SFO… more

Corporate Crimes, Failure to Prevent, Fraud, Penalties, Regulatory Requirements

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What Policyholders Should Know About Their Insurance When a “New” Long-Tail Risk Emerges: A Practical Checklist

Companies in certain industries have years and even decades of experience in defending and resolving “long-tail” liabilities for suits, claims and other proceedings—such as for asbestos-related disease or environmental-related… more

Asbestos, Asbestos Litigation, Bodily Injury, Choice-of-Law, Commercial General Liability Policies

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Last Minute Tax Change Benefits Commercial Real Estate

In general, the Tax Cuts and Jobs Act bill allows pass-through owners making less than $157,500 ($315,000 for married couples) to take a flat 20 percent deduction on certain business income, before computing the ordinary income… more

Business Taxes, Commercial Real Estate Market, Income Taxes, Pass-Through Entities, Tax Reform

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UK Government Implements New Sanctions Enforcement Recommendations

In May 2025, the UK government published the Cross-Government Review of Sanctions Implementation and Enforcement policy paper (“Cross-Government Review”). Led by the Foreign, Commonwealth and Development Office (FCDO), and… more

Economic Sanctions, Enforcement Actions, Export Controls, Government Agencies, International Trade

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California Commercial Tenant Security Deposits in a COVID-19 World

In the wake of government-ordered moratoriums on commercial tenant evictions, how does a California commercial tenant’s security deposit come into play as an available landlord remedy for a lease default? Commercial lease… more

Commercial Leases, Coronavirus/COVID-19, Default, Economic Duress, Eviction

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California Imposes New Data Breach Notification Requirements

In 2002, California was the first state to enact a data breach notification statute. Since then, all 50 states and four U.S. jurisdictions (District of Columbia, Puerto Rico, Guam and the Virgin Islands) enacted their own data… more

California, Cybersecurity, Data Breach, Data Privacy, Data Protection

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Attorney General Bondi Issues Guidance to Recipients of Federal Funding “Regarding Unlawful Discrimination”

While some aspects of the Guidance reflect longstanding interpretations of federal antidiscrimination law, it signals an important shift in enforcement priorities. The Guidance states that the use of race-neutral criteria is… more

Anti-Discrimination Policies, Department of Justice (DOJ), Disparate Impact, Diversity and Inclusion Standards (D&I), Equal Protection

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OFAC Designates Rosneft and Lukoil in Significant Expansion of Sanctions Targeting Russia’s Energy Sector

On October 22, 2025, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) announced significant new sanctions for Russia’s energy sector, designating Rosneft Oil Company (Rosneft) and Lukoil OAO (Lukoil)… more

Bureau of Industry and Security (BIS), Critical Infrastructure Sectors, Economic Sanctions, Executive Orders, Export Administration Regulations (EAR)

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Equity Compensation: E-Filing Section 83(b) Elections

In July 2025, the Internal Revenue Service (IRS) modernized the process used to file elections under Section 83(b) of the Internal Revenue Code of 1986 (“Section 83(b)” and “83(b) elections”) by allowing taxpayers to file… more

Electronic Filing, Employer Responsibilities, Equity Compensation, Filing Requirements, Internal Revenue Code (IRC)

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Navigating Stop-Work and Suspension Orders Under Trump 2.0

Federal contractors and grant recipients facing stop-work or suspension orders are entitled to reimbursement of costs and added performance period. In its first two weeks, the new Trump administration has introduced a flurry of… more

Executive Orders, Federal Acquisition Regulations (FAR), Federal Contractors, Grants, Regulatory Requirements

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SEC Streamlines Financial Disclosure Requirements under Regulation S-K for Reporting Companies

The amendments are designed to increase focus on material information while simplifying compliance efforts. The amendments eliminate the five-year selected financial data requirement, limit selected quarterly financial data… more

Compliance, Disclosure Requirements, EDGAR, Federal Register, Foreign Private Issuers

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Adolph v. Uber Technologies, Inc.: Plaintiffs Compelled to Arbitrate Their Individual PAGA Claims May Still Litigate Representative PAGA Claims

To have Private Attorneys General Act (PAGA) standing, a plaintiff must be an “aggrieved employee,” which is an individual who worked for an alleged violator and personally sustained at least one Labor Code violation… more

Appeals, California, Labor Code, Private Attorneys General Act (PAGA), SCOTUS

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Insurers Seek to Avoid Coverage for BIPA Claims by Using Old Exclusions for New Purposes

When Illinois enacted the Biometric Information Privacy Act in 2008 (BIPA), the concept of “biometric privacy protection” was foreign to many observers. Yet less than 20 years later, consumers are familiar with the concept of… more

Biometric Information, Biometric Information Privacy Act, Class Action, Exclusions, Insurance Industry

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Federal Government Shutdown: Appropriations Stalemate, Operational Slowdowns and Grant Cancellation

Funding lapse halts key federal activities and heightens uncertainty for agencies, contractors and grant recipients… more

Appropriations Bill, Clean Energy, Congressional Budget Office, Continuing Resolution, Department of Energy (DOE)

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Court Holds COVID-19 Executive Order Triggers Lease’s Force Majeure Clause, Excusing Some Rent Obligations

Illinois Governor’s Executive Order prohibiting sale of food or beverages for on-premises consumption held to partially excuse restaurant tenant’s rent payment obligations. Bankruptcy Court finds that Executive Order… more

Bankruptcy Court, Chapter 11, Commercial Tenants, Coronavirus/COVID-19, Executive Orders

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EPA Drops Pre-Publication of the Long-Anticipated Final Version of Its One-Time PFAS Reporting Rule under TSCA Section 8(a)(7)

On September 28, 2023, the U.S. Environmental Protection Agency (EPA) finalized the long-awaited one-time reporting rule for per- and polyfluoroalkyl substances (PFAS) that the Agency had proposed in June 2021 under Section… more

Environmental Protection Agency (EPA), Manufacturers, PFAS, Reporting Requirements, Toxic Chemicals

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SEC Adopts Amendments to the “Accelerated Filer” and “Large Accelerated Filer” Definitions

Changes are intended to address unintended consequences of 2018 SEC ruling. The amendments to the definitions of “accelerated filer” and “large accelerated filer” pursuant to Rule 12b-2 under the Securities Exchange Act of… more

Accelerated Filers, Annual Reports, Final Rules, Publicly-Traded Companies, Securities and Exchange Commission (SEC)

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Parallel Play: The U.S. Senate Finance Committee Releases Its Version of the “Big, Beautiful Bill”

When toddlers engage in parallel play, the children play adjacent to each other, but do not try to influence one another’s behavior. Apparently, parallel play can extend well into adulthood and to the writing of federal income… more

Corporate Taxes, Estate Tax, Income Taxes, Internal Revenue Code (IRC), International Tax Issues

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Specially Designated Nationals as Tenants: How Landlords Can Be Impacted by Sanctions Against Russian Nationals

Sanctions designations may require U.S. persons involved with sanctioned individuals to terminate existing contracts, including leases. It is important for landlords to conduct thorough due diligence on prospective tenants… more

Contract Termination, Economic Sanctions, International Emergency Economic Powers Act (IEEPA), Landlords, Lease Termination

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SCOTUS Affirms Rules for Challenging Nuclear Regulatory Commission Licenses

In Nuclear Regulatory Commission v. Texas, a 6-3 decision authored by Justice Brett Kavanaugh, the U.S. Supreme Court ruled in favor of Interim Storage Partners, LLC (ISP) and the Nuclear Regulatory Commission (NRC). The case… more

Energy Storage, Hobbs Act, Judicial Review, Nuclear Power, Nuclear Regulatory Commission

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Navigating Insurance Coverage for Customs and FCA Risks in a Shifting Trade Landscape

In a recent post, we briefly explored potential insurance coverage for tariff- and trade-related losses, particularly in the context of escalating global trade tensions and U.S. enforcement trends. Since then, enforcement… more

Customs and Border Protection, D&O Insurance, Department of Justice (DOJ), Enforcement Actions, Errors and Omissions Policy

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UPDATE: NRC Rescinds Entire Enforcement Action Against Pillsbury Client Tennessee Valley Authority

NRC staff unilaterally rescinds remaining violation in TVA discrimination case. Staff also rescinds entire enforcement order and civil penalty; NRC board terminates the proceeding. The Nuclear Regulatory Commission (NRC)… more

Adverse Employment Action, Civil Monetary Penalty, Dismissals, Enforcement Actions, Notice of Violation

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Federal Court Finally Issues an Opinion Analyzing LEG 3 (and It’s a Win for Policyholders)

The London Engineering Group’s LEG 3 exclusion—one of three standard form provisions issued by the London Engineering Group addressing coverage arising from construction or design defects—is an increasingly common defects… more

Design Defects, Federal Court Litigation, Insurance Industry, Rectification, Replacement Costs

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World Aircraft Repossession Index

Third Edition - Pillsbury Winthrop Shaw Pittman LLP is pleased to publish this Third Edition of the World Aircraft Repossession Index. This Third Edition builds on the success of our Second Edition and covers 31 “new”… more

Aircraft, Aircraft Equipment, Aircraft Financing, Aircraft Sales, Aviation Industry

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Five Key Considerations for International Founders

Every day, entrepreneurs from around the world bring new ideas to life in the United States. For founders looking to scale internationally, entering this market can be a game-changing step toward building a global business. Your… more

Business Entities, Business Expansion, Business Strategies, Business Taxes, Capital Raising

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Why Startup Founders Should File an 83(b) Election

For recipients of restricted shares in a startup (i.e., private company), equity is often the most valuable part of their compensation packages. However, how and when that equity is taxed will make a significant difference in a… more

Capital Gains, Entrepreneurs, Equity Compensation, Filing Deadlines, Income Taxes

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What Lessors Need to Know: English High Court Rules on Russian Aircraft Losses

The Judgment addressed joined insurance claims brought by major aircraft lessors whose aircraft and engines were stranded in Russia following the imposition of sweeping Western sanctions and Russian government measures which… more

Aircraft, Aviation Industry, Breach of Contract, Contract Disputes, Economic Sanctions

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Pillsbury’s Guide to Data Centers

As a law firm, Pillsbury’s experience with data centers dates to the dot-com era, when I advised on buildouts in Silicon Valley and New York City and Jamie Bobotek advised on centers of America On-Line (then spelled out!) and… more

Corporate Counsel, Data Centers, Technology, Technology Sector

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Asset vs. Equity Deals in M&A: Strategic and Legal Perspectives

Mergers and acquisitions (M&A) play a pivotal role in driving corporate growth, enabling strategic restructuring, and unlocking ownership value… more

Acquisition Agreements, Asset Management, C-Corporation, Contract Terms, Due Diligence

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The EU Data Act: Scope, Obligations and Enforcement

Regulation (EU) 2023/2854 (the Data Act) entered into force on January 11, 2024, and applied from September 12, 2025, with certain provisions phased in through 2026 and 2027. The Data Act is intended to create a harmonized… more

Application Programming Interface (APIs), B2B Organizations, B2C, Cloud Service Providers (CSPs), Contract Terms

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The (Unsuccessful) Great Migration: Where to Form Your Company and Why

As a founder, where you form your business matters. The most commonly selected state is Delaware. However, increasingly founders are considering states other than Delaware like Texas, Nevada and Wyoming… more

Business Formation, Controlling Stockholders, Conversion, Corporate Governance, Delaware General Corporation Law

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The Supreme Court Narrows Its Holding in American Pipe & Construction Co. v. Utah

The U.S. Supreme Court bars previously absent class members from bringing subsequent class actions outside the applicable limitations period. The Supreme Court’s decision in China Agritech, Inc. v. Resh cements a new limit on… more

American Pipe & Construction Co. v. Utah, Appeals, China Agritech Inc v Resh, Class Action, Class Certification

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Data Privacy: What Nonprofits Need to Know in the United States, EU and UK, and China

From long-standing laws to incoming legislation, global nonprofits must understand the requirements and prepare for scrutiny in their handling of personal data. U.S. privacy regulations are currently a complex framework of… more

California Consumer Privacy Act (CCPA), California Privacy Rights Act (CPRA), CDPA, China, Compliance

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Texas Enacts Landmark Restrictions on Foreign Land Ownership Under SB 17

On June 20, 2025, Texas Governor Greg Abbott signed Texas Senate Bill 17 (SB 17) into law, reshaping the landscape for global investment in Texas real estate. When the new statute takes effect on September 1, 2025, it will… more

Agricultural Sector, CFIUS, China, Foreign Acquisitions, Foreign Investment

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Employment Law in the Golden State: 2023 Updates

A number of recent case law and regulatory updates—at both the state and federal levels—carry important implications for California employers in the upcoming year… more

California, Employees, Employer Liability Issues, Job Ads, Minimum Wage

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Protecting IP During Joint Development Projects: Agree on More than Non-Disclosure

As industry and markets have progressed, the technology they create has seen a commensurate increase in complexity. In practice, this results in the hyper-specialization of businesses so that they may continue to innovate at the… more

Business Development, Business Strategies, Confidentiality Agreements, Information Sharing, Intellectual Property Protection

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Construction During a Pandemic – Pillsbury’s 50-State Survey of COVID-19 Impact on Construction Services (UPDATED)

Pillsbury continues to track the impact on construction projects of COVID-19-related orders and guidance in all 50 states and the District of Columbia as well as guidance from CISA and OSHA. We are updating our chart weekly… more

Construction Industry, Construction Project, Coronavirus/COVID-19, Re-Opening Guidelines

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REIT Dividends in the Wake of the Coronavirus

The pandemic’s financial impact adds another layer of complexity to REITs authorizing, declaring and paying dividends under Maryland law. Maryland REITs must carefully weigh statutory distribution requirements against… more

Coronavirus/COVID-19, Debtor-Creditor, Dividends, Financial Solvency, IRS

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SEC Adopts Long-Anticipated Final Rules on Climate-Related Disclosure Requirements

The rules impose standardized disclosure requirements on public companies beginning as early as 2026 (for fiscal year ending 2025, depending on filer status). Climate-related disclosures, including in financial statement… more

Annual Reports, Climate Change, Corporate Governance, Disclosure Requirements, Final Rules

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Congress Sends Big, Beautiful Bill for President’s Signature: Status of Clean Energy Tax Credits

Wind and solar projects placed in service after 2027 would not be eligible for the clean electricity production or investment credit unless construction starts within one year of the date of enactment of the legislation… more

Clean Energy, Energy Policy, Energy Tax Incentives, Inflation Reduction Act (IRA), Internal Revenue Code (IRC)

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Mark Zuckerberg Got Founder’s Stock—Should I?

When startup founders hear that Mark Zuckerberg received “founder’s stock” with 10-to-1 voting rights, the natural reaction is: Should I get that too? The impulse is understandable. As a founder, you may worry—sometimes… more

Board of Directors, Charter Amendments, Corporate Governance, Corporate Structures, Delaware General Corporation Law

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From Paychecks to Perks: Navigating New OBBBA Rules on Compensation

OBBBA provisions require cross-functional coordination among payroll, benefits and finance teams, and employers should coordinate such efforts now to ensure that payroll and HRIS systems are ready for the transition before… more

Compensation & Benefits, Corporate Counsel, Employee Benefits, Internal Revenue Code (IRC), New Legislation

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Who’s Actually in Charge Here?: The Real Difference Between Shareholders, Directors and Officers (and Why It Matters to Founders)

When you’re launching a startup, it’s easy to blur the lines between owners, decision-makers and doers—especially when you’re all three. But as soon as you raise money, add a co-founder, or bring on outside help, things get… more

Board of Directors, Business Formation, Capital Raising, Corporate Governance, Duty of Care

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Minnesota PFAS Reporting Requirements Delayed to July 2026

Enacted into law in 2023, Minnesota’s “Products Containing PFAS” legislation, Minn. Stat. § 116.943 (also known as “Amara’s Law”), imposes obligations on manufacturers, importers, and distributors of products containing… more

Environmental Policies, Manufacturers, New Legislation, PFAS, Public Health

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Maryland Stays Commercial Evictions, Residential Foreclosures and Repossessions in Response to COVID-19

On April 3, 2020, Maryland’s Governor amended and restated his March 15, 2020, order temporarily prohibiting residential evictions to also prohibit COVID-19 commercial evictions and repossessions, stay any initiation of… more

Coronavirus/COVID-19, Eviction, Foreclosure, Maryland, State and Local Government

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Global Capability Centers in 2025: Key Legal and Strategic Considerations

Global Capability Centers (GCCs) have become strategic hubs for multinational corporations, financial institutions and other organizations because they can provide centralized control over high-value technology and back-office… more

Cross-Border Transactions, Data Privacy, Data Protection, Environmental Social & Governance (ESG), Financial Institutions

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UK Launches Consultation on “Back British” Defence Offset Plan

The UK Government has announced a new “Back British” defence offset initiative aimed at ensuring British businesses, workers and communities benefit when the Ministry of Defence (MoD) procures equipment or services from overseas… more

Defense Sector, Foreign Direct Investment, Goods or Services, Investment, Procurement Guidelines

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Apple’s $500B U.S. Manufacturing Push and New AI Server Facility in Houston: What It Means for Data Centers

As we covered previously, President Trump has made clear that the U.S. is focused on increasing investments into building, scaling and speeding the development of AI infrastructure and data centers in the U.S., and Big Tech is… more

Apple, Artificial Intelligence, Big Tech, Data Centers, Energy Sector

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Federal Government Shutdown: Appropriations Stalemate, Operational Slowdowns and Grant Cancellation

Funding lapse halts key federal activities and heightens uncertainty for agencies, contractors and grant recipients… more

Appropriations Bill, Clean Energy, Congressional Budget Office, Continuing Resolution, Department of Energy (DOE)

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District Court Ruling Bars Federal Trade Commission Non-Compete Rule for the Near Term

With further proceedings anticipated, and in light of the numerous state law restrictions on non-competes, employers should continue to act with caution when presenting employees with non-compete agreements. On August 20,… more

Federal Bans, Federal Trade Commission (FTC), Final Rules, FTC Act, Non-Compete Agreements

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EPA and Army Corps Propose Revised Definition of “Waters of the United States”

For decades, the phrase “waters of the United States” (WOTUS) has dictated whether a wetland, stream, or pond falls within federal jurisdiction under the Clean Water Act (CWA)… more

Clean Water Act, Comment Period, Environmental Policies, Environmental Protection Agency (EPA), Jurisdiction

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California Imposes New Data Breach Notification Requirements

In 2002, California was the first state to enact a data breach notification statute. Since then, all 50 states and four U.S. jurisdictions (District of Columbia, Puerto Rico, Guam and the Virgin Islands) enacted their own data… more

California, Cybersecurity, Data Breach, Data Privacy, Data Protection

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Montage IPO – Are The U.S. Markets Re-Opening To Chinese Companies?

The U.S. capital markets—the largest in the world—have been all but closed to Chinese companies for more than two years. The successful IPO of Montage Technology, and e-commerce giant Alibaba’s announcement that it will seek a… more

Audits, Capital Markets, China, Corporate Governance, Foreign Corporations

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2025 Broadcasters’ Calendar

Items of Note in 2025 - I. Commercial and Noncommercial Biennial Ownership Reports: December 1, 2025 is the deadline by which all commercial and noncommercial radio and television stations must file their biennial ownership… more

Certifications, Copyright, EEO, FCC, Fees

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DOJ Releases Its Data Security Program Compliance Guide

The guide outlines the requirements of a newly implemented Data Security Program designed to prevent China, Russia and other foreign adversaries designated by the U.S. Department of Justice from accessing American’s sensitive… more

Compliance, Data Privacy, Data Security, Department of Justice (DOJ), Enforcement Actions

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Making Japan a More Attractive Center for International Arbitration

Since 2017, Japan has been actively working to promote international arbitration. The updates to the Arbitration Act of Japan should help boost the country’s popularity as an arbitration seat… more

Arbitration Awards, Commercial Arbitration, Foreign Corporations, Hong Kong International Arbitration Centre (HKIAC), International Arbitration

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Adolph v. Uber Technologies, Inc.: Plaintiffs Compelled to Arbitrate Their Individual PAGA Claims May Still Litigate Representative PAGA Claims

To have Private Attorneys General Act (PAGA) standing, a plaintiff must be an “aggrieved employee,” which is an individual who worked for an alleged violator and personally sustained at least one Labor Code violation… more

Appeals, California, Labor Code, Private Attorneys General Act (PAGA), SCOTUS

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Estate and Tax Planning 2023 Update: Act While You Can

Although the IRS is now on high alert for wealthy individuals, new and existing planning opportunities are available, such as tax-free gifts and other advantageous planning. Wealthy individuals and families should take note… more

Charitable Lead Annuity Trust, Estate Planning, Estate Tax, Generation-Skipping Transfer, Gift-Tax Exemption

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Why Are Cloud Transformations Challenging?

More than two decades in, cloud computing is no longer a technology that requires a herald or proselytizer. What began with government agencies and then financial institutions seeking expanded storage solutions and an… more

Cloud Computing, Cloud Storage, Data Security, IaaS, PaaS

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VietJet v FW Aviation: Latest Developments

In the context of security assignments, the judgment again emphasises the distinction between day-one assigned rights, on the one hand, and other rights and remedies exercisable only following an enforcement event, on the other… more

Aircraft Financing, Appeals, Borrowers, Breach of Contract, Commercial Litigation

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Navigating Conflicts in Rescue M&A and Financings

Imagine you are a founder or director of a Series B-stage B2B technology startup. You have gained commercial traction but have not quite hit your growth targets in core and expansion markets—perhaps due to pursuing too many… more

Acquisition Agreements, Board of Directors, Conflicts of Interest, Emerging Growth Companies, Fiduciary Duty

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Navigating New Waters: Getting Ahead of Extended Producer Responsibility Laws

Packaging-related EPR laws are rapidly creating complex compliance obligations across multiple states; companies should act to avoid unexpected fees, increased costs and competitive disadvantages… more

Environmental Policies, Fees, Manufacturers, New Legislation, Penalties

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From Paychecks to Perks: Navigating New OBBBA Rules on Compensation

OBBBA provisions require cross-functional coordination among payroll, benefits and finance teams, and employers should coordinate such efforts now to ensure that payroll and HRIS systems are ready for the transition before… more

Compensation & Benefits, Corporate Counsel, Employee Benefits, Internal Revenue Code (IRC), New Legislation

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Bankruptcy Court Dismisses Case Manufactured to Cap Lease Damages

The Delaware bankruptcy court dismissed a chapter 11 case for lack of a valid bankruptcy purpose and the debtor’s failure to establish its good faith… more

Bankruptcy Code, Bankruptcy Court, Chapter 11, Commercial Bankruptcy, Commercial Leases

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Ninth Circuit Issues Injunction Halting SB 261 Climate Disclosure Laws

On November 18, 2025, the U.S. Court of Appeals for the Ninth Circuit issued an injunction temporarily halting the implementation of California’s SB 261, the Climate-Related Financial Risk Act, just weeks before the law’s first… more

Appeals, California, CARB, Climate Change, Constitutional Challenges

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New Federal Anti-Hazing Requirements for College Campuses

The recent “Stop Campus Hazing Act” creates new anti-hazing requirements for colleges and universities. Collection of Data Regarding “Hazing Incidents”: January 1, 2025 - The federal “Stop Campus Hazing Act” (the Act) amends a… more

Colleges, Compliance, Educational Institutions, Hazing, Regulatory Requirements

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Power Purchase and Interconnection Agreements for Data Centers

Structuring power purchase agreements (PPAs) to match data center load profiles, align development milestones across power and data center development activities, and support the operational needs is essential for both power… more

Climate Change, Data Centers, Energy Policy, Energy Sector, Interconnections

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Fifth Circuit Reminds Policyholders to Be “Not Less Than” Careful When Drafting Master Service Agreements

Just as the oilfield fuels the modern economy, master service agreements (MSAs) fuel the modern oilfield. But while almost every MSA contains indemnity and insurance clauses, experienced oilfield lawyers will advise their… more

Commercial General Liability Policies, Excess Policies, Indemnity Agreements, Insurance Claims, Insurance Industry

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Florida, Sebo and the Concurrent Causation Doctrine

The Florida Supreme Court recently issued a widely reported decision, Sebo v. American Home Assurance Co., which applied the concurrent cause doctrine in ruling that an all-risk homeowner’s insurance policy provides coverage… more

Concurrent Causation, Construction Defects, FL Supreme Court, Florida, Insurance Industry

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Top 10 Things to Watch Out for When Cash Flow Is Tight: Restructuring Considerations for ECVC-Backed Companies

In today’s volatile funding landscape, even high-potential early- and growth-stage companies can find themselves navigating tight liquidity conditions. For founders and executive teams in the ECVC space, recognizing early… more

Board of Directors, Bridge Loan, Corporate Restructuring, Creditors, Debt Restructuring

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Federal Appeals Court Holds That Nonprofit Foundation’s Race-Based Grant Giving Contest Likely Violates Federal Law

The decision by the Eleventh Circuit Court of Appeals imperils one strategy for remedying societal racial inequities and creates legal risk for many DEI initiatives. A panel of the Eleventh Circuit held that grant programs… more

Appeals, Arbitration, Diversity, Grants, Nonprofits

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Pillsbury’s Guide to Data Centers

As a law firm, Pillsbury’s experience with data centers dates to the dot-com era, when I advised on buildouts in Silicon Valley and New York City and Jamie Bobotek advised on centers of America On-Line (then spelled out!) and… more

Corporate Counsel, Data Centers, Technology, Technology Sector

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Billion-Dollar Question: California Initiative Targets the Ultra-Wealthy with One-Time Tax

Proponents have filed a California ballot initiative proposing a one-time wealth tax on individuals with more than $1 billion in net worth. The “2026 Billionaire Tax Act” would impose, for tax year 2026, a 5% tax on “all forms… more

Ballot Measures, California, High Net-Worth, Penalties, Proposed Legislation

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Federal Court Vacates Education Department’s Dear Colleague Letter on DEI: What Schools, Colleges, and Contractors Need to Know

Following the vacatur of the Department of Education’s anti-DEI guidance, institutions receiving federal education funds may want to reevaluate compliance frameworks, policy positions, and academic governance under clarified… more

Administrative Procedure Act, Anti-Discrimination Policies, Constitutional Challenges, Dear Colleague Letter, Department of Education

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The New UK-U.S. Data Bridge

The UK and U.S. Governments have now formalized the UK-U.S. Data Bridge. The U.S. Attorney General designated the UK as a “qualifying state” for the purposes of the Executive Order 14086 on September 18, 2023, and the UK… more

Data Privacy, Data Protection, General Data Protection Regulation (GDPR), International Data Transfers, Personal Data

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Untying the Gordian Knot: The Second Circuit (Re)joins the Fray of Reverse Preemption of International Arbitration Provisions in Insurance Policies

The Second Circuit Court of Appeals has weighed in (again) on a still unsettled issue in the realm of insurance law: whether arbitration provisions in insurance policies issued by foreign insurers are enforceable notwithstanding… more

Appeals, Arbitration Agreements, Dispute Resolution, Federal Arbitration Act, Insurance Litigation

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Employers Beware: FTC Announces Final Rule Banning Worker Non-Competes

The Final Rule, if it survives significant legal challenges and the challenges yet to come, will ban all existing and future non-compete agreements with workers, with only narrow exceptions. The FTC Final Rule imposes a… more

Department of Labor (DOL), Employment Contract, Federal Bans, Federal Trade Commission (FTC), Final Rules

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DOGE Puts GSA Leases in the Doghouse

The Trump administration may be utilizing early exit provisions in the GSA lease cancellations and terminations reported to date, but prudent contractors should prepare for other potential tactics to end other leases the… more

Contract Terms, Department of Government Efficiency (DOGE), Federal Acquisition Regulations (FAR), Federal Contractors, General Services Administration (GSA)

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Avoiding a Coverage Glitch: Closing Potential Gaps in Cyber Insurance Coverage

Over the past decade, technological innovations have quickly transformed how companies operate their IT infrastructure. Traditional on-site servers and hardware have often been replaced or supplemented by off-site solutions such… more

Bring Your Own Device (BYOD), Computer Servers, Cyber Insurance, Hardware, Information Technology

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DOJ Releases Its Data Security Program Compliance Guide

The guide outlines the requirements of a newly implemented Data Security Program designed to prevent China, Russia and other foreign adversaries designated by the U.S. Department of Justice from accessing American’s sensitive… more

Compliance, Data Privacy, Data Security, Department of Justice (DOJ), Enforcement Actions

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Ohio Joins Georgia in Prohibiting NCAA from Taking NIL-Related “Adverse Action”

We recently discussed a number of updates in the world of name, image and likeness (NIL) rights. Among those recent developments was the signing by Georgia Governor Brian Kemp of an executive order that, inter alia, prohibited… more

College Athletes, Colleges, Compensation, Educational Institutions, Executive Orders

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New International Court of Justice Advisory Opinion Raises Global Liability Stakes Around GHG Emissions and Climate Change amid U.S. Federal Regulatory Retreat

The Opinion interprets member states’ responsibilities under treaty and customary international law. In a sweeping and landmark declaration, the Opinion advises that member states have a duty to reduce emissions, regulate within… more

Clean Air Act, Climate Change, Endangerment Finding, Environmental Litigation, Environmental Protection Agency (EPA)

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The “Big, Beautiful Bill” Starts to Come into Focus: U.S. Ways & Means Committee Releases Proposed 2025 Federal Income Tax Legislation

On May 9, 2025, the House Ways & Means Committee released its initial draft of President Trump’s “big, beautiful bill.” The bill will set the stage for extending the tax cuts enacted in 2017 as part of President Trump’s first… more

Business Taxes, Corporate Taxes, Estate Tax, Individual Retirement Account (IRA), Proposed Legislation

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Federal Government Shutdown: Appropriations Stalemate, Operational Slowdowns and Grant Cancellation

Funding lapse halts key federal activities and heightens uncertainty for agencies, contractors and grant recipients… more

Appropriations Bill, Clean Energy, Congressional Budget Office, Continuing Resolution, Department of Energy (DOE)

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Federal Reserve Governor Waller Proposes “Payment Accounts”: A Potential New On-Ramp for Payments Innovators

In an October 21, 2025, address at the Federal Reserve’s inaugural Payments Innovation Conference, Gov. Christopher Waller outlined a proposal for the creation of a new class of Federal Reserve accounts—referred to as “payment… more

Digital Assets, Federal Reserve, Financial Institutions, Financial Regulatory Reform, FinTech

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Congress Establishes the 4% Floor to Support Affordable Housing

Legislation signed into law on December 27, 2020, fixed the rate for the 30% present value low-income housing tax credit (LIHTC), which had dropped to a historic low of 3.07 in 2020, at 4% (the 4% Floor). Congress hopes that the… more

Affordable Housing, HUD, LIHTC, Low Income Housing, Real Estate Development

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California Enacts Landmark CEQA Reforms to Accelerate Housing and Infrastructure Development

AB 130 focuses on streamlining the approval of urban-infill housing. SB 131 complements AB 130 by removing CEQA hurdles for a broader range of project types and land use decisions. CEQA exemptions do not override local zoning… more

Affordable Housing, California, CEQA Reform, Housing Developers, Infrastructure

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Venture Capital Fund Manager Considerations for Accepting SSBCI-Related Capital Commitments

The U.S. Treasury Department’s SSBCI program provides a potentially significant source of capital for venture capital fund managers. In particular, venture capital funds focused on targeted geographies may find SSBCI funding… more

Conflicts of Interest, Equity, Fees, Fund Managers, Investment

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California Bill Designed to Support Underrepresented Entrepreneurs Signed into Law

The bill requires certain venture capital companies to report demographic information about the founding team members of businesses in which they invested in the prior year. A “covered entity” must gather certain demographic… more

Asset Management, California, Covered Entities, Diversity, Founding Members

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D.C. Circuit Reverses EPA, Reinstating the Title V Affirmative Defense for Emergency Emissions Events

The D.C. Circuit held that EPA failed to adequately justify its rescission of the longstanding affirmative defense for emergency-related emissions exceedances under the Clean Air Act’s Title V program. The Court emphasized that… more

Administrative Procedure Act, Affirmative Defenses, Appeals, Clean Air Act, Enforcement Actions

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Bankruptcy Court Splits the Baby on Real Estate Landlord’s Claim for Unpaid Postpetition Rent

A chapter 7 trustee-lessee’s failure to comply with postpetition, pre-rejection lease obligations does not automatically give the landlord an administrative expense claim, as some courts fashion alternative remedies on a… more

Bankruptcy Code, Bankruptcy Court, Chapter 11, Chapter 7, Commercial Bankruptcy

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Digital Omnibus: European Commission Seeks Evidence to Streamline EU Digital Rules

On September 16, 2025, the European Commission opened a call for evidence to inform a forthcoming “Digital Omnibus” aimed at simplifying and reducing administrative burden across the EU’s data, cybersecurity and AI regulatory… more

AI Act, Cookies, Cybersecurity, Data Protection, EU

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SCOTUS Relaxes Standards for Title VII Plaintiffs in Workplace Discrimination Claims

In Muldrow v. City of St. Louis, No. 22-193, 2024 WL 1642826 (U.S. Apr. 17, 2024), the U.S. Supreme Court ruled that an employee alleging that an involuntary lateral job transfer constituted workplace discrimination in violation… more

Civil Rights Act, Discrimination, Diversity and Inclusion Standards (D&I), Employee Transfers, Employer Liability Issues

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Trump Administration Rescinds Biden’s AI Diffusion Rule

Two days before its scheduled effective date, the Department of Commerce’s Bureau of Industry and Security (BIS) announced the rescission of the Biden administration’s Artificial Intelligence (AI) Diffusion Rule on May 13. The… more

Artificial Intelligence, Biden Administration, Bureau of Industry and Security (BIS), China, Export Controls

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Pillsbury’s Guide to Data Centers

As a law firm, Pillsbury’s experience with data centers dates to the dot-com era, when I advised on buildouts in Silicon Valley and New York City and Jamie Bobotek advised on centers of America On-Line (then spelled out!) and… more

Corporate Counsel, Data Centers, Technology, Technology Sector

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Developments in Association Law 2022 – 2024

The following is a review of notable cases and regulatory developments for nonprofit organizations at the federal and state levels during the last two years… more

Anti-Discrimination Policies, Antitrust Violations, Class Action, Copyright, Coronavirus/COVID-19

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What Policyholders Should Know About Their Insurance When a “New” Long-Tail Risk Emerges: A Practical Checklist

Companies in certain industries have years and even decades of experience in defending and resolving “long-tail” liabilities for suits, claims and other proceedings—such as for asbestos-related disease or environmental-related… more

Asbestos, Asbestos Litigation, Bodily Injury, Choice-of-Law, Commercial General Liability Policies

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EPA and Army Corps Propose Revised Definition of “Waters of the United States”

For decades, the phrase “waters of the United States” (WOTUS) has dictated whether a wetland, stream, or pond falls within federal jurisdiction under the Clean Water Act (CWA)… more

Clean Water Act, Comment Period, Environmental Policies, Environmental Protection Agency (EPA), Jurisdiction

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Japanese Government Finally Declares Objection to Service by Mail under the Hague Service Convention

On December 21, 2018, Japan objected to service by direct mail under Hague Service Convention Article 10(a), which is welcome news for Japanese parties subject to foreign litigation, but creates a hurdle for U.S. plaintiffs… more

Foreign Defendants, Hague Convention, International Litigation, Service by Mail, Service of Process

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A General Counsel’s Guide to the New HSR Rules

As of February 10, 2025, the Hart-Scott-Rodino premerger notification rules will require significantly more compliance work from transacting parties. Early Planning for More Complex Filings: Companies contemplating… more

Compliance, Department of Justice (DOJ), Federal Trade Commission (FTC), Hart-Scott-Rodino Act, Mergers

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Overview of the Impact of the 88th Legislative Session on the Oil, Gas and Renewables Industries in Texas

The 88th regular session of the Texas Legislature saw an unusually high number of proposed bills with a stated focus of ensuring reliability of the Texas grid and favoring “dispatchable generation” (having output within human… more

Corporate Taxes, Energy Projects, Energy Sector, Grants, Natural Gas

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California Updates Tax Regulations on Technology Transfer Agreements

The California Department of Tax & Fee Administration has proposed changes to simplify determining when tangible personal property has been transferred for sales tax calculations… more

California, Comment Period, Intellectual Property Protection, New Regulations, Patents

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My Brother’s Keeper: When Do Minority Stockholders Risk Being Considered “Controllers” of a Delaware Corporation?

Recent Delaware cases have clarified that minority stockholders merely rolling over shares alongside an independent and unrelated controlling stockholder do not form a control group in most cases—the controlling stockholder must… more

Bankruptcy Court, Chapter 11, Coronavirus/COVID-19, Fiduciary Duty, Insolvency

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A Simulcast Sunset on the Horizon as FCC Adopts NextGen TV NPRM

At today’s Open Meeting, the FCC unanimously adopted a Fifth Further Notice of Proposed Rulemaking (NPRM) to accelerate the transition to the ATSC 3.0 broadcast standard (NextGen TV). The NPRM sets the stage for significant… more

Broadcasting, Emerging Technologies, FCC, Innovation, NPRM

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Federal Government Shutdown: Appropriations Stalemate, Operational Slowdowns and Grant Cancellation

Funding lapse halts key federal activities and heightens uncertainty for agencies, contractors and grant recipients… more

Appropriations Bill, Clean Energy, Congressional Budget Office, Continuing Resolution, Department of Energy (DOE)

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Court Highlights Dire Consequences for Contractors That Mishandle Inadvertently Disclosed Source Selection Information

The COFC ruling upholding the U.S. Marine Corps’ disqualification decision has significant implications for government contractors. The recent decision by the U.S. Court of Federal Claims (COFC) in Marathon Targets serves as a… more

Bid Protests, Disclosure Requirements, Federal Acquisition Regulations (FAR), Federal Contractors, Internal Controls

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U.S. Department of Justice Curtails “Regulation by Prosecution” in Digital Asset Enforcement

A new DOJ policy directs prosecutors to focus on crypto fraud and use of digital assets to facilitate other crimes. On April 7, 2025, Deputy Attorney General Todd Blanche issued a Memorandum titled, “Ending Regulation by… more

Criminal Prosecution, Cryptocurrency, Department of Justice (DOJ), Digital Assets, Enforcement Actions

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Federal Government Shutdown: Appropriations Stalemate, Operational Slowdowns and Grant Cancellation

Funding lapse halts key federal activities and heightens uncertainty for agencies, contractors and grant recipients… more

Appropriations Bill, Clean Energy, Congressional Budget Office, Continuing Resolution, Department of Energy (DOE)

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Sustaining and Modernizing Mainframe Systems in the Global Economy

Mainframe computers are the backbone of many global industries, and integral to industry sectors such as finance, healthcare, transportation, and government. However, the personnel trained to manage these systems are aging out… more

Business Continuity Plans, Computer Servers, Cost-Savings, Data Centers, Digital Service Providers

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Developments in Association Law 2022 – 2024

The following is a review of notable cases and regulatory developments for nonprofit organizations at the federal and state levels during the last two years… more

Anti-Discrimination Policies, Antitrust Violations, Class Action, Copyright, Coronavirus/COVID-19

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SEC Adopts Long-Anticipated Rules for SPACs: Considerations for Market Participants and SEC Enforcement Objectives in the New Regulatory Environment

The rules, originally proposed in March 2022, realign disclosures, marketing practices and other obligations in de-SPAC transactions more closely with traditional IPOs and add increased risk and uncertainty for market… more

Conflicts of Interest, Corporate Counsel, Disclosure Requirements, Enforcement, Fairness Standard

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Senate Confirms Rohit Chopra as CFPB Director

As CFPB Director, Rohit Chopra will vigorously apply the CFPB’s authority to promulgate rules, conduct examinations, and bring enforcement actions. CFPB Acting Director Uejio has laid the groundwork for Director Chopra to… more

Consumer Financial Protection Bureau (CFPB), Credit Reports, Data Collection, Dodd-Frank, ECOA

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SEC Ends Its Climate-Related Disclosure Requirements

The Securities and Exchange Commission ends its defense of climate-related disclosure requirements for public companies. On March 6, 2024, the Securities and Exchange Commission (SEC) adopted final rules imposing new… more

Capital Markets, Climate Change, Disclosure Requirements, Publicly-Traded Companies, Regulatory Requirements

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Navigating the Diverging Landscape of Climate Disclosure Laws

As the Securities and Exchange Commission (SEC) steps back from defending its March 2024 Climate Disclosure Rule, companies face growing uncertainty in navigating an increasingly fragmented and uncertain landscape of state and… more

California, Climate Change, Corporate Sustainability Reporting Directive (CSRD), Disclosure Requirements, EU