Corporate & Commercial

Individually, AI and blockchain are among the hottest, most transformative technologies. Collectively, they are incredibly synergistic – hence the 1+1=3 concept in the title. We are seeing more examples of how the two will interact. Over time, the level of interaction will be extensive. Many projects are being developed that bring the power of AI to blockchain applications and vice versa. One of these projects that has garnered significant attention is the Virtuals Protocol. The project launched in October 2024 via integration with Base, an Ethereum layer-2 network. Just recently, the project announced that it is expanding to Solana. 
Continue Reading AI and Blockchain – 1+1 =3

In Maffei v. Palkon, No. 125, 2024, 2025 Del. LEXIS 51 (Del. Feb. 4, 2025) (Valihura, J.), the Delaware Supreme Court held that a corporation’s decision to reincorporate in another state purportedly to reduce exposure to potential future litigation risk is subject to the deferential business judgment rule, as long as the decision is not alleged to have been made to avoid any existing or threatened litigation or in contemplation of a specific transaction. Reversing the decision of the Delaware Court of Chancery [see blog article here], the Supreme Court concluded that reduced exposure to potential liabilities that a controlling
Continue Reading Delaware Supreme Court Holds Business Judgment Governs Decision to Reincorporate Outside of Delaware For Purpose of Reducing Litigation Exposure In the Absence of Existing or Threatened Litigation

Four days before President Trump took office, the Department of Justice (“DOJ”) and Federal Trade Commission (“FTC”) (together, “the Agencies”) under the Biden administration released their “Antitrust Guidelines for Business Activities Affecting Workers” (“The Guidelines”). These Guidelines replace and expand upon antitrust guidance for HR professionals that the Obama administration issued in 2016. The new Guidelines aim to clarify how the DOJ and FTC “identify and assess business practices affecting workers that may violate the antitrust laws.”
Continue Reading DOJ and FTC Issue Antitrust Guidelines for Business Activities Affecting Workers

Shortly after her confirmation, and just after her swearing-in by Associate Justice Clarence Thomas, U.S. Attorney General Pamela Bondi issued fourteen memoranda that seek to reform the Department of Justice by rescinding prior guidance, issuing new guidance, and establishing new priorities for the nation’s chief law enforcement and prosecuting agency. We examine below the actions taken by Attorney General Bondi. 
Continue Reading Attorney General Bondi’s Day One Orders for DOJ

The U.S. Securities and Exchange Commission (SEC) has launched a ‘Crypto Task Force’ page on its website, outlining the agency’s crypto regulatory agenda under the agency’s new leadership. This initiative follows the exit of former SEC Chair Gary Gensler under President Trump’s administration and signals a move away from the SEC’s previous enforcement-driven stance on cryptocurrency.
Continue Reading SEC Launches Crypto Task Force Website to Bring Clarity to Crypto Regulation

UPDATE: On February 5, 2025, the Trump administration issued an executive order delaying the cancellation of de minimis until “adequate systems are in place to fully and expediently process and collect tariff revenue applicable”. Imports from China below the value of $800 will generally not be subject to the 10% tariff or Section 301 duties.
Continue Reading The First Wave: U.S. Imposes Tariffs on Canada (or not?), Mexico (or not?), and China (well, yeah, probably so)

A proposed amendment to New York’s Donnelly Act, introduced earlier this month, would significantly broaden the scope of the antitrust statute enacted in 1899. New York Senate Bill 335, titled the “Twenty-First Century Anti-Trust Act” seeks to modernize the State’s antitrust laws to address “New York’s great concern with the growing accumulation of power in the hands of dominant corporations that undermines the power of workers, consumers, and small businesses.” If passed, it would be one of, if not the most, aggressive set of state antitrust laws to date, and arguably more akin to antitrust jurisprudence in the European
Continue Reading Amending New York’s Donnelly Act: If at First You Don’t Succeed, Try, Try, and Try Again

On January 23, 2025, in McHenry v. Texas Top Cop Shop, Inc (formerly captioned Garland v. Texas Top Cop Shop, Inc.), No. 24A653, 2025 WL 272062 (U.S. Jan. 23, 2025), the United States Supreme Court issued an opinion once again staying the injunction from the United States District Court for the Eastern District of Texas of the Corporate Transparency Act (“CTA”). The injunction had previously halted enforcement of the CTA’s reporting requirement that all “reporting companies” disclose information about their beneficial owners to the U.S. Department of the Treasury Financial Crimes Enforcement Network (“FinCEN”). For background information about the CTA and its
Continue Reading FinCEN Confirms that CTA Filings Remain Optional Despite Supreme Court Ruling

On January 23, 2025, President Trump issued an executive order entitled “Strengthening American Leadership in Digital Financial Technology,” establishing his Administration’s policy “to support the responsible growth and use of digital assets, blockchain technology, and related technologies across all sectors of the economy” (the “EO”).
Continue Reading President Trump Issues Executive Order on Crypto as SEC Signals Enforcement Shift

Tariffs remain the focus of the incoming Trump Administration. Over the past several months, the announcements from president-elect Trump and his transition team have been dynamic. We expect the Trump trade policy team to use creative methods to deliver aggressive new tariff policies this year.
Continue Reading Trump Tariffs Survival Guide: 10 Strategies for U.S. Importers

The wine industry faced significant challenges due to tariffs imposed by President Trump’s first administration. During the presidential campaign, and since his election on November 5, 2024, President Trump has made it clear that he will enact higher tariffs as a key part of the political agenda of his second administration. A few days ago, he nominated Jamieson Greer as his pick for U.S. Trade Representative as the nation’s top trade official, who served as chief of staff to Robert Lighthizer, then U.S. Trade Representative during Trump’s first term; if confirmed by the U.S. Senate, Mr. Greer is expected “to pursue
Continue Reading The Impact of Trump’s Tariffs on the Wine Industry: Past and Future

Annual Reporting on ISO/ESPP Transactions

As originally discussed in our December 16, 2010 blog article, the IRS issued final regulations in 2009 under Section 6039 of the Internal Revenue Code (the “Code”) that require employers to annually furnish each employee who exercised incentive stock options (“ISOs”) or sold or otherwise transferred shares acquired under an employee stock purchase plan (“ESPP”) during a year with a detailed information statement by January 31 of the following year. In addition, employers must generally file an information return with the IRS by February 28 of the following year, or by March 31 for employers
Continue Reading Reminder about Annual ISO/ESPP Reporting in January 2025 and New Section 83(b) Election Form

We invite you to read our latest client alert to assist in the preparation of your 10-K and 2025 annual meeting proxy statement. This alert highlights new disclosure requirements, hot topics and regulatory enforcement actions that may impact disclosure and processes, and other matters that companies should consider for compliance and planning purposes.
Continue Reading Things to Keep in Mind for Your Annual Report on Form 10-K and Proxy Statement

On December 26, 2024, in Texas Top Cop Shop, Inc. v. Garland, No. 24-40792, 2024 WL 5224138 (5th Cir. Dec. 26, 2024), a merits panel of the United States Court of Appeals for the Fifth Circuit issued an order vacating the Court’s own stay of the preliminary injunction enjoining enforcement of the Corporate Transparency Act (“CTA”), that was originally entered by the United States District Court for the Eastern District of Texas on December 3, 2024, No. 4:24-CV-478, 2024 WL 5049220 (E.D. Tex. Dec 5, 2024).
Continue Reading Fifth Circuit Court of Appeals Vacates Its Own Stay Rendering the Corporate Transparency Act Unenforceable . . . Again