Business Law and Corporate Law

The SEC has proposed significant amendments to modernize proxy solicitation rules, including eliminating the annual report delivery requirement and reducing the minimum broker search period from 20 to five business days. These changes aim to streamline proxy processes by leveraging technological advancements and the accessibility of information through EDGAR, while maintaining necessary shareholder protections.

The SEC frequently requests that companies quantify each material factor driving period-to-period changes in financial statement line items, yet this requirement often proves impracticable when factors are interrelated or not separately tracked. As the SEC reviews Regulation S-K for potential reforms, a simple textual amendment could resolve one of the most common MD&A compliance challenges by acknowledging when quantification is not reasonably available.

The Deserve to Win Podcast Episode 51 features GenAI CEO Tom Ryan discussing strategic exit planning while delivering critical updates on TCPA regulations and FCC policy changes. This episode provides essential insights for businesses navigating telecommunications compliance and corporate transition strategies.

The U.S. Equal Employment Opportunity Commission (EEOC) recently rescinded its affirmative action guidelines that had been in place for 40 years. According to the EEOC, the guidelines, as contained in a guide and compliance manual, violated Title VII of the Civil Rights Act of 1964.

The EEOC's 2025-2029 National Enforcement Plan signals a major shift in workplace discrimination enforcement, targeting DEI programs, religious accommodations, and sex-based workplace policies. Recent litigation against Coca-Cola and proposed regulatory changes to affirmative action guidance reveal how federal agencies are reshaping employment law compliance requirements.

The Starbucks settlement shows that state attorneys general are also scrutinizing employment and corporate governance practices involving race- or sex-based goals, preferences, and participation requirements.

Earnout provisions are among the most creative and, simultaneously, the most litigated structures in M&A transactions. When a buyer and seller cannot agree on purchase price because they disagree about the future performance of the business, an earnout can bridge the gap—allowing the seller to receive additional consideration if the business achieves agreed-upon milestones after closing

Angela Humphreys and Wyatt Ritchie examine the evolving healthcare private equity landscape, analyzing M&A trends, buyer psychology shifts, and regulatory developments that are reshaping deal structures heading into 2027. The session reveals how large-scale transactions are driving market activity while state-level regulations and federal enforcement create new timing and structural challenges for healthcare investors.

The Deserve to Win Podcast Episode 51 features GenAI CEO Tom Ryan discussing strategic exit planning while delivering critical updates on TCPA regulations and FCC policy changes. This episode provides essential insights for businesses navigating telecommunications compliance and corporate transition strategies.

The Federal Communications Commission has eliminated the National Television Audience Reach Cap, which previously prevented entities from owning broadcast TV stations reaching more than 39% of U.S. households. The agency will now conduct case-by-case public interest reviews of transactions that would have exceeded this threshold, fundamentally changing how broadcast television consolidation is evaluated.

The Department of Justice's August 13, 2026, memorandum establishing enforcement priorities for the newly reconstituted National Fraud Enforcement Division identifies "internal revenue" as a principal enforcement area and signals that DOJ intends to deploy broader, more technologically sophisticated tools to detect and prosecute tax fraud. For companies across all industries...

The SEC Enforcement Division Director outlines a strategic shift toward "back to basics" enforcement, emphasizing quality over quantity in pursuing cases involving fraud, insider trading, and accounting violations. The remarks detail new specialized units, interagency coordination efforts, and specific expectations for defense counsel responding to investigations, signaling a recalibrated approach to securities enforcement.