United States: Corporate/Commercial Law

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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
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Private Equity
F
Franchising
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Private M&A
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Charities & Non-Profits

Article
Florida Tightens Charitable Solicitation Rules
Florida has significantly expanded its regulatory framework governing charitable organizations, introducing new restrictions on solicitations from foreign terrorist organizations and material support to domestic terrorist organizations. These changes create heightened compliance obligations for nonprofits operating in or soliciting contributions from Florida residents, requiring enhanced due diligence procedures and careful vetting of both donors and grant recipients.
United States Government
HK
Holland & Knight
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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
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Compliance

Article
FINRA Seeks To Modernize Rule 2210 – Communications With The Public
The Financial Industry Regulatory Authority (FINRA) has proposed sweeping changes to Rule 2210 that would eliminate the long-standing requirement for principal pre-use approval of retail communications, replacing it with a flexible risk-based supervisory framework. The proposal addresses modern communication challenges including social media, AI-generated content, and influencer marketing while attempting to align broker-dealer standards more closely with SEC investment adviser rules. Member firms would nee
United States Finance
HK
Holland & Knight
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Venture Capital

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