Business Law and Corporate Law

Delaware's General Corporation Law has undergone three years of significant amendments addressing conflicted transactions, stockholder rights, and corporate governance mechanics. The 2024-2026 changes create new statutory safe harbors, resolve certificate interpretation issues, and respond to Court of Chancery decisions that had disrupted established transactional practices.

The SEC has proposed eliminating Rule 14a-8, which grants shareholders the right to include certain proposals in company proxy statements, shifting this authority to state corporate law and company governing documents. The proposal would also expand circumstances under which companies may exercise discretionary voting authority on shareholder proposals not included in their proxy materials. Comments on this significant regulatory change must be received by November 20, 2026.

Shareholder and LLC member lawsuits present complex legal challenges for business owners, involving critical distinctions between derivative and individual claims. Understanding procedural requirements, defense strategies, and the significant differences between Delaware and California law can help executives protect their companies from costly litigation and minimize exposure to member claims.

On September 11, 2026, the FDIC, Federal Reserve, OCC, and NCUA (together, the “Agencies”) issued proposed third-party risk management guidance (the “TPRM Guidance”) outlining a principles-based approach designed to assist banks and credit unions (together, “institutions”) in tailoring their third-party risk management practices to the risks of individual relationships.

Companies face mounting geopolitical risks that threaten global supply chains, from tariffs and sanctions to trade disputes and regulatory shifts. How can organizations use strategic contracting and procurement practices to navigate these uncertainties while maintaining operational resilience? This analysis examines practical approaches to mitigating compliance, cost, availability, and quality risks through risk-appropriate contract drafting and supplier management.

The Federal Circuit's decision in NCS Multistage Inc. v. Nine Energy Service, Inc. establishes that a patentee's prior commercial sale does not automatically qualify as a public disclosure under the AIA safe harbor provision. The court clarified that the critical question is whether the inventor's actions made the subject matter of the invention available to the public, not merely whether a commercial transaction occurred.

As companies face potential shifts in congressional power and evolving regulatory landscapes, boards must navigate new SEC enforcement priorities, state-level AI regulations, and shareholder activism trends. This comprehensive guide examines how organizations can proactively prepare for investigations, comply with divergent state laws, and strengthen crisis management protocols in an increasingly complex governance environment.

Delaware's General Corporation Law has undergone three years of significant amendments addressing conflicted transactions, stockholder rights, and corporate governance mechanics. The 2024-2026 changes create new statutory safe harbors, resolve certificate interpretation issues, and respond to Court of Chancery decisions that had disrupted established transactional practices.

On September 11, 2026, the FDIC, Federal Reserve, OCC, and NCUA (together, the “Agencies”) issued proposed third-party risk management guidance (the “TPRM Guidance”) outlining a principles-based approach designed to assist banks and credit unions (together, “institutions”) in tailoring their third-party risk management practices to the risks of individual relationships.

Corporate legal departments increasingly use third party platforms and managed billing services to review outside counsel invoices. In many cases, the client selects the system and directs its law firms to submit bills through it. Some of these services now use artificial intelligence, automated review, or a combination of technology and human reviewers to examine individual time entries and recommend billing reductions.

A recent California lawsuit alleges that AI-based employee selection tools discriminated against workers on protected leave and those with disabilities during a reduction in force. The case highlights critical legal risks for employers deploying AI in high-stakes employment decisions, particularly around how AI systems handle productivity metrics for employees who are absent or working under accommodations.

In C.S. v. Brick Recycling Co., the New Jersey Appellate Division vacated a trial court decision requiring the disclosure of documents relating to an attorney-led workplace investigation into sexual harassment. In doing so, the court provided important guidance on the discoverability of documents relating to such investigations.