Corporate & Commercial

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On Monday June 9, 2025, the Deputy Attorney General Todd Blanche released “Guidelines for Investigations and Enforcement of the Foreign Corrupt Practices Act.” This much anticipated update directly responds to Executive Order 14209, signed by President Trump earlier this year, which temporarily paused Foreign Corrupt Practices Act (FCPA) enforcement. The new Guidelines focus FCPA enforcement going forward on protecting U.S. business interests, furthering the Administration’s efforts to stamp out cartels and transnational criminal organizations, and prioritizing prosecution of individuals rather than corporations. Conduct that can be described as “routine business practices” in foreign countries, under the Guidelines, will…
Continue Reading DOJ Releases Promised Guidelines for Investigation and Enforcement Under the FCPA

mobile gambling

Maine’s Gambling Control Unit (GCU) has issued a formal warning regarding the proliferation of illegal interactive gaming (“iGaming”) platforms operating within the state. The warning emphasized that while certain forms of online gambling—such as advance deposit wagering, fantasy contests, and sports betting—are legally permitted and regulated in Maine, online casino-style games remain strictly prohibited. This includes games like slots, blackjack, and roulette when played for real money. The warning goes on to state: “Of particular concern are so-called “sweepstakes” or “social casino” sites that may offer real-money payouts, dual-currency systems, or prizes such as gift cards. These platforms are not…
Continue Reading Maine Gambling Control Unit Issues Warning on Illegal Online Gaming Including Certain Sweepstakes Models

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We have previously posted on some of the recent legal issues with social casino sweepstakes. See Social Casino Sweepstakes Model is Under Fire – What Game Companies, Payment Processors and App Stores Need to Know. Various states have taken action to shut down these apps in their states. The NY AG, working with the New York State Gaming Commission, allegedly identified 26 online platforms offering players slots, table games, and sports betting using virtual coins that could be exchanged for cash and prizes. On June 6, the NY AG announced that it has stopped online sweepstakes casinos operating in…
Continue Reading NY AG Seeks to Shut Down Sweepstakes Casinos in NY

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In Ezrasons, Inc. v. Rudd, 2025 NY Slip Op. 03008, 2025 N.Y. LEXIS 717 (N.Y. May 20, 2025), the New York Court of Appeals reaffirmed the fundamental and controlling nature of the internal affairs doctrine as it relates to the choice of law regarding corporate governance disputes. Specifically, the Court held that in enacting Sections 626(a) and 1319(a)(2) of New York’s Business Corporation Law (“BCL”), the New York legislature did not clearly manifest an intent to displace the long-settled doctrine as it applies to shareholder derivative standing with respect to corporations formed under the laws of another jurisdiction. This decision provides…
Continue Reading New York Court of Appeals Reaffirms the Internal Affairs Doctrine for Foreign Corporations

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The One Big Beautiful Bill Act (OBBBA) was passed by the U.S. House of Representatives on May 22, 2025 by a narrow vote of 215-214. OBBBA includes a new U.S. tax provision that could significantly increase taxes on foreign companies and investors—especially those from countries like France that have implemented digital services taxes or other similar measures. The new bill introduces a new section to the U.S. Internal Revenue Code Section 899.
Continue Reading U.S. Budget Bill Targets Foreign Companies with New Tax Hikes: What French Businesses Need to Know

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In a significant shift in international policy, the United States, European Union, and United Kingdom have each taken steps to ease sanctions on Syria, aiming to support the country’s reconstruction and political transition following the fall of the Assad regime.
Continue Reading Syria-ous Changes for Middle East Business? The United States, UK, and Europe Relax Sanctions on Syria

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On May 28, 2025, a three-judge panel of the U.S. Court of International Trade (CIT) unanimously struck down the extensive tariffs imposed by President Trump under the International Emergency Economic Powers Act (IEEPA). The CIT held that the imposition of the tariffs exceeded the authority granted to the President by Congress under IEEPA. The Court issued a permanent injunction blocking the administration from enforcing the IEEPA tariffs, and ordered the administration to issue the necessary administrative orders within 10 days to end them. In response, the government appealed the case to the U.S. Court of Appeals for the Federal Circuit.
Continue Reading Federal Court Strikes Down IEEPA Tariffs

Universal Blog Texas

Recently, the Texas House of Representatives introduced HB 5007, along with its companion bill SB 2117. The legislation—“Relating to the establishment of the Texas Committee on Foreign Investment to review certain transactions involving certain foreign entities; creating a civil penalty”—is currently under committee review. If enacted, the Lone Star State would become the first state to establish its own interagency committee to screen foreign investments, modeled in part on the federal Committee on Foreign Investment in the United States (CFIUS).
Continue Reading Big State, Big Scrutiny: Texas Steps into the Foreign Investment Review Arena

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A serious step up in civil and criminal enforcement of customs laws, including tariff evasion, is imminent. In a May 12 memorandum, the Department of Justice’s new Chief of the Criminal Division, Matthew Galeotti, counted as one of the “most urgent” threats to the country “[t]rade and customs fraud, including tariff evasion.” Earlier in the Administration, in a February 2025 speech, Michael Granston, Deputy Assistant Attorney General for the DOJ’s Commercial Litigation Branch identified, as a key example of new enforcement activity, efforts to enforce payment of customs duties on imported goods and reiterated that enforcement against “illegal foreign trade practices”…
Continue Reading Department of Justice Tariff Enforcement Likely to Surge After Tariff Increases and the Administration’s Increased Focus on Protecting Domestic Business

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Years ago, when I was a baby lawyer living in a group house in DC, we had a toaster—my toaster. I had owned the toaster since college and it was showing its age. Eventually, you had to hold down the thing[1] to keep the bread lowered in the slots and toasting. But the appliance still heated bread and produced toast. One morning, I became so frustrated with that toaster and the thing-holding-down effort that I threw the toaster out, fully intending to get a new toaster.

The following day, my housemate, we’ll call him Mike,[2] raised an important…
Continue Reading Throwing Away the Toaster: Where AI Controls Are Now and May be Heading

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In a May 12, 2025 Keynote Address before the U.S. Securities and Exchange Commission (“SEC”) Crypto Task Force’s fourth industry roundtable on digital assets, newly-minted Chair Paul Atkins laid out a sweeping vision for modernizing the U.S. securities framework to accommodate blockchain-based assets. His remarks reflect a sharp departure from his predecessor’s enforcement-heavy stance and outline a more rules-based, innovation-oriented approach.
Continue Reading Chairman Atkins Outlines SEC’s New Roadmap for Crypto Reform

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On May 12, 2025, the U.S. Department of Justice (DOJ) announced a major overhaul of its corporate enforcement policy, aiming to incentivize companies to voluntarily self-disclose misconduct. Titled “Focus, Fairness, and Efficiency in the Fight Against White-Collar Crime,” the revised policy was introduced by DOJ Criminal Division Chief Matthew R. Galeotti and promises a “clear path to declination” for qualifying companies. This marks a strategic shift that could significantly alter how corporate entities approach disclosures, investigations, and compliance moving forward.
Continue Reading DOJ’s Updated Enforcement Policy: A Game-Changer for Corporate America?

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On April 18, 2025, the State of Oregon brought a civil enforcement action against Coinbase Global, Inc. (“Coinbase”) for the alleged sale of unregistered securities. In a press release, Oregon Attorney General Dan Rayfield openly acknowledged the action was in response to the United States Securities and Exchange Commission (“SEC”) dropping its own case against Coinbase, noting his belief that “states must fill the enforcement vacuum being left by federal regulators who are giving up under the new administration.” This begs the question: is the federal government’s resetting of its approach to crypto regulation an “enforcement vacuum” or a return to…
Continue Reading Oregon Suit Muddies Crypto Regulatory Landscape

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In Briskin v. Shopify, Inc., No. 22-15815, 2025 U.S. App. LEXIS 9410 (9th Cir. Apr. 21, 2025), the United States Court of Appeals for the Ninth Circuit, sitting en banc, held that the Canada-based company Shopify, Inc. (“Shopify”), which provides a web-based payment processing platform to online merchants across the United States (and the world), is subject to specific personal jurisdiction in California based solely upon Shopify’s extraction, maintenance and commercial distribution of personal data from consumers it knew to be located in California. In making this ruling, the Ninth Circuit became the first Circuit in the nation to…
Continue Reading Ninth Circuit En Banc Reverses Panel Decision and Holds Non-Resident Corporation Providing Web-Based Payment Processing Platform Is Subject to Specific Personal Jurisdiction in California

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In 2025, 145 companies have effectuated reverse stock splits. Both companies listed on Nasdaq and on the New York Stock Exchange (“NYSE”) often conduct reverse stock splits to comply with each exchange’s minimum share price requirement of US $1.00. A reverse stock split reduces a company’s outstanding shares while proportionally increasing the share price.
Continue Reading Navigating Nasdaq and NYSE: Essential Insights for Companies

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