Business Law and Corporate Law

Subscribe
Business law and corporate law thought leadership, articles, podcasts, videos and webinars from expert sources across the legal world. Explore insights covering topics that involve business and corporate law produced by specialists working in this area every day.
Article
SEC Proposes To Greatly Enhance Electronic Delivery Of Required Disclosures Under The Federal Securities Laws
Under SEC-Chairman Paul Atkins, the Securities and Exchange Commission has proposed a new set of rules that would permit electronic delivery as the default method of delivery for all required disclosures under the federal securities laws. [1] If adopted, this would mark a foundational and very welcome shift in how registered investment advisers, investment companies, business development companies, broker-dealers, transfer agents, and other regulated entities may deliver required disclosures to investors, clients, and other market participants.
United States Commercial
ST
Simpson Thacher & Bartlett
Article
Crypto Brief
This weekly digest from Lowenstein Crypto examines critical developments in digital asset regulation, including new ethics provisions in the CLARITY Act that would prohibit federal officials from issuing cryptocurrencies, SEC Commissioner Hester Peirce's guidance on crypto vaults and lending strategies, and a legal challenge to Illinois' controversial digital asset tax. The brief also covers BitMEX's planned shutdown and Russia's new retail crypto trading framework.
United States Commercial
LS
Lowenstein Sandler
See more

Webinars

See More

Related Country Guides

E
ESG
F
Franchising
PM
Private M&A
PE
Private Equity

Highlighted Content

Executive Remuneration

Article
Delaware Court Of Chancery Applies New DGCL 144 Framework To Executive Compensation Challenge
The Delaware Court of Chancery issued its first interpretation of the 2025 amendments to Section 144 of the DGCL in a derivative lawsuit challenging director compensation decisions at Fidelity National Financial. The decision establishes how courts will apply the amended statute's safe-harbor provisions for conflicted transactions and its presumption of director independence, while confirming that director self-compensation remains subject to heightened judicial scrutiny.
United States Commercial
HL
Hogan Lovells Cadwalader
Article
Designing A Smarter Post-Termination Option Exercise Window: Lessons From Coinbase, Pinterest And Quora
When employees leave a startup, they typically have just 90 days to exercise their vested stock options or lose them forever—a deadline that can force departing team members to forfeit equity they genuinely earned if they cannot afford the exercise price and tax bill. Some high-profile companies have responded by extending this window to seven or even ten years, but does this employee-friendly gesture create unintended consequences for cap tables, tax treatment, and the employees who stay?
United States Employment
FF
Farrell Fritz, P.C.
Article
Same Severance Plan, Different Results: What The Fifth And Tenth Circuits Teach About Employer Discretion In Eligibility Disputes
Two federal appellate courts reached opposite conclusions when reviewing the same change-in-control severance plan's discretionary authority clause, with the Fifth Circuit applying deferential abuse of discretion review while the Tenth Circuit used de novo review. The divergent outcomes highlight critical considerations for employers drafting severance plans and seeking to ensure maximum judicial deference to administrator decisions.
United States Employment
SS
Seyfarth Shaw LLP
See more

Diversity, Equity & Inclusion

Article
DEI Programs Under Spotlight: A “Wicked” Tale For New York Theater
Recent lawsuits against theater organizations signal a dramatic shift in how diversity, equity and inclusion programs are being legally challenged. From discounted ticket promotions to apprenticeship opportunities, DEI initiatives that once seemed routine are now facing federal scrutiny and litigation under anti-discrimination laws. Theater companies, producers and arts organizations must navigate this evolving legal landscape to protect their programs while continuing to pursue diversity goals.
United States Employment
BS
Bond, Schoeneck & King PLLC
Article
EEOC Rescinds Longstanding Affirmative Action Guidance, Signaling Increased Scrutiny Of Voluntary DEI And Affirmative Action Programs
The EEOC has rescinded decades-old guidance on voluntary affirmative action under Title VII, removing the administrative framework employers relied upon to evaluate diversity programs. This development raises critical questions about the future of workplace DEI initiatives and signals heightened scrutiny of employment practices that consider protected characteristics in decision-making.
United States Employment
BL
Butzel Long
See more

Directors and Officers

Article
Court Of Chancery Provides First Interpretation Of DGCL Section 144(d)(2)’s Heightened Director Independence Standard
The Delaware Court of Chancery has issued its first interpretation of the 2025 amendments to Section 144 of the Delaware General Corporation Law, establishing how courts will evaluate director independence challenges under the statute's new heightened presumption framework. What standard must plaintiffs now meet to overcome the presumption that directors of publicly traded companies are disinterested, and how does this reshape the landscape for derivative litigation?
United States Commercial
DM
Duane Morris LLP
Article
When Is A Founder A Director? Delaware Court Of Chancery Highlights The Line Between Officer Authority And Board Membership.
A Delaware Court of Chancery ruling clarifies when operational authority translates to board membership and examines whether equity interests can survive employment termination. The decision in Tchernavskikh v. Accetturo provides critical guidance on distinguishing officer-level control from director status and interpreting restricted stock agreements in founder disputes.
United States Commercial
DM
Duane Morris LLP
Article
Delaware Court Of Chancery Sustains Claims That Company And Major Stockholder Conspired To Fraudulently Induce Investment
The Delaware Court of Chancery recently addressed allegations that an e-commerce startup and its executives fraudulently misled investors through inaccurate financial statements and false representations to secure funding. The decision examines whether contractual waivers shield defendants from fraud claims and explores the liability of board designees and major stockholders in alleged investor deception schemes.
United States Commercial
HL
Hogan Lovells Cadwalader
See more

M&A/Private Equity

Article
Below The Threshold, Not Above The Law: FTC Cracks Down On HSR Avoidance
The FTC secured a record $12 million penalty against Edwards Lifesciences and Genesis MedTech for allegedly structuring a medical device acquisition to avoid mandatory Hart-Scott-Rodino premerger antitrust review. This landmark settlement, combined with recent enforcement statements from FTC and DOJ leadership, signals heightened scrutiny of deal structures that may circumvent reporting requirements, particularly in concentrated industries like medical devices and technology.
United States Anti-trust
SJ
Steptoe LLP
Article
Substance Over Form: The FTC’s $12 Million HSR Evasion Penalty And What It Signals For Dealmakers
The Federal Trade Commission secured a $12 million penalty against Edwards Lifesciences and Genesis Medtech for allegedly structuring a 2024 acquisition to evade Hart-Scott-Rodino Act premerger notification requirements. This enforcement action signals intensified scrutiny of transaction structures designed to circumvent filing thresholds, particularly milestone payments, convertible securities, and acqui-hire arrangements. The settlement arrives amid broader regulatory efforts to close perceived gaps in th
United States Anti-trust
MB
Mayer Brown
Article
FTC Secures $12 Million In Penalties For Alleged HSR Violation
Edwards Lifesciences and Genesis MedTech face a record $12 million penalty for allegedly structuring a transaction to avoid Hart-Scott-Rodino Act filing requirements. The FTC claims the companies split consideration between a direct acquisition and a simultaneous investment to stay below the HSR threshold, raising critical questions about transaction structuring and regulatory compliance in merger reviews.
United States Anti-trust
JD
Jones Day
See more

Latest Videos

See more

Upcoming Events