Business Law and Corporate Law

The Massachusetts Supreme Judicial Court (SJC) recently heard oral arguments in a case that could provide important guidance on the enforceability of noncompetition covenants embedded in executive equity agreements and the proper signatory to such covenants.

The SEC has submitted a rule proposal titled "Executive Compensation Disclosure Reform" to the White House's Office of Information and Regulatory Affairs, signaling imminent changes to executive compensation disclosure requirements. This development follows SEC Chairman Paul Atkins' earlier indication of broader reform plans, including potential simplification of pay-versus-performance disclosure and revisions to perquisite reporting.

The Treasury Department formally declined a request from a group of Senate Democrats to change the tax rules governing how employees value personal use of employer-provided aircraft, preserving the Standard Industry Fare Level (SIFL) valuation method.

The SEC has proposed significant amendments to modernize proxy solicitation rules, including eliminating the annual report delivery requirement and reducing the minimum broker search period from 20 to five business days. These changes aim to streamline proxy processes by leveraging technological advancements and the accessibility of information through EDGAR, while maintaining necessary shareholder protections.

The SEC has issued temporary exemptive relief allowing qualifying tokenized securities venues to facilitate onchain trading of NMS stocks through automated market makers and liquidity pools, while simultaneously exempting certain liquidity providers from dealer registration requirements. These five-year exemptions, effective through September 2031, establish a framework with specific conditions addressing transparency, volume limits, issuer objection rights, and operational safeguards as the agency consider

The New York Stock Exchange and Nasdaq are implementing overnight trading sessions starting December 6, 2026, extending the trading day to nearly 23 hours by compressing the daily pause to just one hour. While this evolution toward continuous trading introduces new considerations for corporate actions, disclosure timing, and deal execution, the practical impact varies significantly between NYSE-listed companies,

The SEC has proposed significant amendments to modernize proxy solicitation rules, including eliminating the annual report delivery requirement and reducing the minimum broker search period from 20 to five business days. These changes aim to streamline proxy processes by leveraging technological advancements and the accessibility of information through EDGAR, while maintaining necessary shareholder protections.

The SEC frequently requests that companies quantify each material factor driving period-to-period changes in financial statement line items, yet this requirement often proves impracticable when factors are interrelated or not separately tracked. As the SEC reviews Regulation S-K for potential reforms, a simple textual amendment could resolve one of the most common MD&A compliance challenges by acknowledging when quantification is not reasonably available.

The Deserve to Win Podcast Episode 51 features GenAI CEO Tom Ryan discussing strategic exit planning while delivering critical updates on TCPA regulations and FCC policy changes. This episode provides essential insights for businesses navigating telecommunications compliance and corporate transition strategies.

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.