United States: Corporate/Commercial Law

HMRC has extended its Structured Risk Review process to charities, introducing comprehensive scrutiny across all operational aspects including governance, fundraising, and subsidiary relationships. The review process involves extensive documentation requests and can result in penalties up to 100% of tax liability for identified errors. Charities must maintain robust tax compliance and governance practices as the SRR cannot be adequately prepared for at short notice.

The Iowa Supreme Court's landmark decision in In re Ezra L. Totton Scholarship addresses whether universities can modify race-based donor-restricted scholarships in response to changing legal landscapes following Students for Fair Admissions v. Harvard. The case examines the tension between institutional risk management and honoring donor intent when scholarship criteria include protected characteristics like race or gender. This ruling establishes important precedent for how educational institutions must b

Hawaii has revised its charitable solicitation laws to regulate Charitable Fundraising Platforms, creating new compliance requirements for organizations that facilitate charitable giving online. The amendments address inconsistencies in the original legislation and extend the effective date to July 1, 2026, while introducing specific registration, disclosure, and operational requirements for platforms conducting charitable solicitations in the state.

A professional services firm with over 30 years of operating history faced an unexpected sale opportunity, revealing critical gaps in exit preparation. This case study examines how reactive decision-making under pressure differs from strategic exit readiness, and why preparation years in advance determines transaction outcomes more than timing alone.

The M&A Broker Exemption under Section 15(b)(13) of the Exchange Act offers regulatory relief for advisors facilitating sales of smaller private businesses, but compliance requires careful attention to eligibility criteria, size thresholds, and prohibited activities. Understanding when this federal exemption applies—and when it doesn't—is critical for business brokers and M&A advisors who receive transaction-based compensation but want to avoid the burden of SEC broker-dealer registration. This

The Seventh Circuit's recent affirmation in Rush v. GreatBanc Trust Co. establishes important precedents for ESOP transactions, particularly regarding fiduciary duties and prohibited transactions when selling ESOP-owned companies. The decision addresses whether an ESOP trustee and board members breached their duties in a 2016 sale to private equity and whether post-sale management investment constitutes a prohibited transaction under ERISA.

President Trump's July 2026 executive order fundamentally reshapes defense supply chain requirements by imposing strict limitations on statutory sourcing waivers, mandating comprehensive supplier vetting across all tiers, and requiring contractors to trace materials from raw origins through final delivery. The order establishes new mitigation plan requirements for noncompliant materials and directs the Department of War to develop regulations prohibiting the use of components from "unreliable foreign suppli

The U.S. Department of Justice (DOJ or Department) recently announced that it declined to bring criminal healthcare fraud charges against Campus Eye Management and its parent, Campus Eye Management Holdings LLC – the first healthcare fraud declination under DOJ's new Department-wide Corporate Enforcement Policy (CEP), which was released in March 2026.

The European Commission has issued guidance on the Cyber Resilience Act just weeks before manufacturers must begin reporting vulnerabilities and security incidents within 24 hours. With potential fines reaching €15 million or 2.5% of global turnover, companies need to understand their obligations under these new reporting requirements that take effect September 11, 2026.

The SEC's 45th Annual Small Business Forum has produced 16 concrete recommendations for capital formation reform, and for the first time, the Commission's responses map directly to active rulemaking proposals, staff initiatives, and legislation already moving through Congress. From accredited investor examinations to Form S-3 eligibility reform, the regulatory infrastructure for small business capital raising is being rebuilt in real time.

The cannabis capital market has shifted from growth-focused narratives to performance-driven investment criteria. Investors now demand financial clarity, operational discipline, and credible paths to profitability before committing capital. Understanding what today's investors prioritize can help cannabis companies bridge the gap between their current positioning and market expectations.

Navigating the complex landscape of US federal income tax rules is crucial for investors and sponsors in private equity, venture capital, and hedge funds. Understanding how different investor categories—from US taxable entities to foreign pension funds—face distinct tax sensitivities can significantly impact investment returns and structural decisions when forming or investing in funds.