Business Law and Corporate Law

In January 2025, the Trump administration issued a series of executive orders targeting "diversity, equity, and inclusion" (DEI) initiatives.

To stem the recent tide of high-profile corporate "DExit" moves, Delaware has enacted Substitute 1 to Senate Bill 21 (SB 21) to amend the Delaware General Corporation Law (DGCL) effective March 25, 2025.

On June 20, 2025, Texas Governor Greg Abbott signed Senate Bill 2337 ("SB 2337") to impose first-of-its-kind regulation and significant disclosure obligations on proxy advisors, such as ISS and Glass Lewis.

A federal court recently denied a dealer's request for preliminary injunction to halt the termination of a dealership agreement with a manufacturer of liquor control systems.

The U.S. Small Business Administration (SBA) released new Standard Operating Procedures (SOPs), which became effective June 1, 2025 and will impact franchisors, particularly those utilizing SBA-backed loan programs.

A federal court recently denied a franchisor's motion to dismiss a workplace-abuse lawsuit filed by its franchisee's employee because the employee stated...

Getting payroll wrong is more than just a mistake. Payroll errors do more than frustrate employees — they damage brand reputation, hinder M&A integration and expose businesses to compliance risks...

Thompson Coburn partner Nathan Viehl wrote a new article in IFLR discussing the dual nature of earnouts in private equity transactions. While acknowledging their value in bridging valuation gaps, Nathan highlights how earnouts can also spark disputes that diminish deal value and harm crucial business relationships.

This newsletter is a summary of the antitrust developments we think are most interesting to your business. Djordje Petkoski (partner based in Washington, DC) is our editor this month.

Following on from our previous article which outlined how the recognition of personal goodwill in the sale of a medical practice to shareholder physician(s) can provide significant tax benefits to shareholder...

The United States Court of Appeals for the Fourth Circuit, applying Virginia law, has affirmed a district court's ruling that a "bump-up" provision in a D&O policy applied to bar indemnity coverage for the settlement of various underlying shareholder actions involving allegations of undisclosed conflicts of interest in connection with a merger.

Shareholder activism in the public REIT sector has evolved from a marginal tactic employed by a small number of high-profile hedge funds into a persistent, structural feature of corporate life.