Business Law and Corporate Law

Maryland has amended its franchise registration and disclosure law with changes taking effect October 1, 2026. The amendments extend enforcement authority, expand franchisee claims periods, clarify jurisdictional scope, establish franchisee association rights, and codify a fast-track renewal program for franchise disclosure documents.

International restaurant expansion often generates legal problems before anyone believes there is much legal work to do. A team finds a location and negotiates the lease before confirming that the hours, the liquor service, and the patio are permitted at that address. An executive chef flies in to train the kitchen on a visitor stamp.

On July 9, 2026, the United States District Court for the Central District of California issued its decision in So Cal Storage, LLC et al. v. UNITS Franchising Group, Inc., 2026 WL 2045621 (C.D. Cal. July 9, 2026), granting a franchisor's motion to dismiss the franchisees’ claims arising from alleged misrepresentations, software failures, vendor restrictions, and misuse of advertising fund contributions.

On August 26, 2026, the Departments of Labor, Health and Human Services and the Treasury published FAQs addressing certain critical components of the Health Insurance Portability and Accountability Act (HIPAA) wellness program rules. The FAQs were welcomed by employers, as the HIPAA wellness program rules have been the subject of more than 80 class action lawsuits claiming that wellness programs imposing premium surcharges for tobacco use violate the Employee Retirement Income Security Act of 1974 (ERISA).

The Pennsylvania and New Jersey Attorneys General have independently filed lawsuits challenging asphalt-industry mergers, marking a significant shift in state-level antitrust enforcement. Both cases were swiftly resolved through negotiated divestitures, demonstrating that state attorneys general are increasingly willing to act as frontline merger enforcers without federal agency involvement.

The Federal Reserve Board has published a comprehensive proposed rulemaking that would modernize Regulation O, which governs extensions of credit by banks to their insiders—executive officers, directors, and principal shareholders. The Proposal addresses decades of regulatory gaps by updating dollar thresholds for inflation, providing relief for passive fund complexes...

ISS STOXX Governance has released the results of its annual global benchmark policy survey, revealing significant divisions between institutional investors and corporate respondents on critical governance issues. The survey examined contentious topics including director independence criteria, the potential shift to semiannual reporting, say-on-pay voting requirements, and nature-related risk disclosures...

The Delaware Court of Chancery has issued its first interpretation of new General Corporation Law section 144(d)(2), establishing a heightened legal presumption of director independence in interested-director transactions for publicly traded corporations. In Ayers v. Foley, the court examined two separate compensation decisions at Fidelity National Financial, applying different standards of review and offering critical guidance on how boards can structure approval processes to maximize legal protection.

The SEC's proposed amendments would fundamentally restructure how public companies determine their filer status, raising the large accelerated filer threshold from $700 million to $2 billion and extending scaled disclosure accommodations to approximately 81% of reporting companies.

The SEC has proposed sweeping amendments to expand retail investor access to private market strategies, including changes to performance-based compensation rules for registered investment advisers and modernization of the interval fund framework. The proposals also explore new credential-based pathways for individuals to qualify as accredited investors, potentially opening private offerings to a broader pool of eligible participants.

Two recent decisions from the Supreme Court of New York Appellate Division, First Department, examine the boundaries of Section 11 liability at the motion to dismiss phase, offering critical insights for defendants facing securities claims. Section 11 claims impose near-strict liability standards by eliminating the need to prove scienter or reliance, making these rulings particularly significant for litigation strategy.

The SEC's Division of Examinations has identified six critical compliance issues that investment advisers commonly encounter during annual reviews. Understanding these deficiencies—from incomplete procedures to inadequate documentation—can help firms strengthen their compliance programs and avoid regulatory violations.