Business Law and Corporate Law

With Hester Peirce's resignation leaving the Securities and Exchange Commission with only two commissioners, a newly amended quorum rule allows a single eligible commissioner to act on a matter...

For owners of closely held businesses, an employee stock ownership plan, or ESOP, can be an attractive way to transition ownership while allowing employees to participate in future growth. But one issue has long made ESOP transactions more difficult and expensive: uncertainty over how the Department of Labor, or DOL, and courts will evaluate the price paid for privately held employer stock.

The Department of Justice has withdrawn a 1987 Business Review Letter issued to proxy advisory firm Institutional Shareholder Services, signaling potential antitrust scrutiny of an industry that has evolved significantly since its infancy. This action raises questions about market concentration in the proxy advisory sector and whether firms' expansion into corporate consulting services conflicts with their original representations to regulators.

Recent court decisions reveal how Special Litigation Committees can effectively navigate shareholder derivative claims when committee members demonstrate true independence and conduct rigorous investigations. The success of these powerful corporate governance tools hinges on careful management of discovery, privilege issues, and transparent documentation that earns judicial deference.

Chairman Paul S. Atkins has launched a broad philosophical shift at the Securities and Exchange Commission (SEC), directing the agency toward cutting red tape, maximizing capital formation, and embracing technological innovation. The following summarizes SEC initiatives now underway

The Securities and Exchange Commission has proposed rescinding Rule 14a-8, the decades-old regulation that requires companies to include shareholder proposals in proxy statements. This fundamental shift in shareholder engagement, coupled with proposed amendments to Rule 14a-4 regarding discretionary voting authority, could reshape how shareholders communicate with companies and influence corporate governance. The proposed changes raise critical questions about alternative channels for shareholder voice and

The Equal Employment Opportunity Commission (EEOC) may be enforcing a shortened deadline for employers to submit position statements in response to a Charge of Discrimination (Charge). Although the EEOC’s official policy does not appear to have changed, and its website still states that an employer “generally has 30 days to gather the information requested and to submit its position statement and attachments to the EEOC,” a growing number of employers across the United States are receiving notice of Charges that set a fifteen-day deadline for position statements, and extensions have become harder to obtain.

The US Department of Treasury's Office of Foreign Assets Control conducted one of the Trump administration's most extensive crackdowns on cartel operations, designating 56 individuals and entities tied to the Sinaloa Cartel and Tren de Aragua. These sweeping sanctions targeted not only cartel leadership but also money launderers, corrupt Mexican officials, and financial facilitators, marking a significant escalation in Washington's network-focused approach to disrupting transnational criminal organizations

NCBFAA President Karen Damon shares critical insights from the association's Government Affairs Conference, discussing the urgent need for advance notice on tariff changes, the evolving role...

For owners of closely held businesses, an employee stock ownership plan, or ESOP, can be an attractive way to transition ownership while allowing employees to participate in future growth. But one issue has long made ESOP transactions more difficult and expensive: uncertainty over how the Department of Labor, or DOL, and courts will evaluate the price paid for privately held employer stock.

Business development companies (BDCs) have become a critical financing source for private equity-backed small- and middle-market companies while offering investors attractive private credit exposure. As the BDC market matures, sponsors and investors are increasingly exploring alternative structures, joint ventures with institutional investors, and evolving co-investment arrangements. The regulatory landscape continues to shift with proposed SEC rulemakings that could expand retail access to private markets

Private equity investment in law firms through management services organizations is attracting regulatory scrutiny as legislators establish boundaries around outside capital. Sponsors must navigate professional conduct rules, economic structures, and governance frameworks that differ fundamentally from traditional PE investments while building platforms designed for growth and eventual exit.