In Norman v. Strateman, No. A170356, 2025 WL 1802786 (Cal. App., 1st Dist., June 20, 2025), the California Court of Appeal held that a settlement of derivative claims reached among all shareholders of a close corporation was not enforceable because the settlement was not vetted by the trial court through a formal settlement approval process. This ruling confirms that the procedural requirements for derivative litigation must followed even for closely held companies where all shareholders are also individual parties to the litigation.
Continue Reading California Court of Appeal Holds That Derivative Litigation Settlement Procedural Rules Apply Even In Intra-Shareholder Suits in Closely Held Companies

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

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

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

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

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

The United States Court of Appeals for the Fourth Circuit recently joined a growing consensus among federal appellate courts: short-seller reports, without more, rarely suffice to plead loss causation under the federal securities laws. In Defeo v. IonQ, Inc., 2025 U.S. App. LEXIS 8216, ___ F.4th ___ (4th Cir. Apr. 8, 2025), the Court held that a report by activist short-seller Scorpion Capital — which coincided with a significant stock price drop — did not constitute a corrective disclosure revealing previously concealed fraud to the market. The opinion aligns the Fourth Circuit with decisions from the Ninth Circuit, which have similarly…
Continue Reading Fourth Circuit Rejects the Use of Short-Seller Report as a Basis for Satisfying Loss Causation Element in Securities Fraud Action

On March 25, 2025, the governor of Delaware signed into law Senate Bill 21, over much opposition from the plaintiffs’ bar and some academics. The bill, which amends Sections 144 and Section 220 of the Delaware General Corporation Law, 8 Del. C. (the “DGCL”), seeks to provide clarity for transactional planners in conflicted and controller transactions, and seeks to limit the reach of Section 220 books and records demands. These amendments significantly alter the controller transaction and books and records landscape.
Continue Reading Delaware Enacts Sweeping Changes to the Delaware General Corporation Law

The U.S. Securities and Exchange Commission (SEC) has announced significant changes to its confidential filing procedures, aiming to support capital formation and provide greater flexibility for companies planning public offerings. These enhancements, effective as of March 3, 2025, were detailed in a press release by the SEC.
Continue Reading SEC to Expand Confidential Filing Privileges

Just over one month into the second Trump Administration, the crypto industry appears poised to notch yet another victory in its longstanding tug-of-war with regulators — perhaps its most significant to date. On February 21, Coinbase Chief Legal Officer Paul Grewal announced via blog post that the U.S. Securities and Exchange Commission (“SEC”) is set to drop its enforcement action against the company. The lawsuit, which claimed that the company had failed to fulfill registration requirements, has been one of the SEC’s highest-profile crypto cases.
Continue Reading SEC Withdraws from Prominent Crypto Enforcement Amid Regulatory Shift

As artificial intelligence (AI) continues to transform the business world, acquirors need to prepare for a deep dive when evaluating companies that use AI to enable their businesses or create proprietary AI. Key considerations for buyers targeting AI-driven companies include understanding how AI is being used, assessing the risks associated with AI creation and use, being mindful of protecting proprietary AI technology, ensuring cybersecurity and data privacy, and complying with the regulatory landscape.
Continue Reading M&A Playbook for Acquiring AI-Powered Companies

On February 19, 2025, the Financial Crimes Enforcement Network (“FinCEN”) announced that beneficial ownership information reporting requirements under the Corporate Transparency Act (“CTA”) are back in effect with a new deadline of March 21, 2025 for most reporting companies. This announcement came in response to the decision made on February 17, 2025 by the U.S. District for the Eastern District of Texas in Smith v. U.S. Department of the Treasury, No. 6:24-cv-336-JDK, 2025 WL 41924 (E.D. Tex.) to stay (lift) the preliminary injunction on enforcement of the CTA. …
Continue Reading The Return of the CTA: FinCEN Confirms that Beneficial Ownership Information Reporting Requirements are Back in Effect with a New Deadline of March 21, 2025

A recent civil complaint from the U.S. Department of Justice (DOJ) highlights the importance of carefully planning interim operating covenants in M&A deals and structuring the process to prevent buyers from gaining control of targets too soon—before the mandatory waiting period under the Hart-Scott-Rodino Act (HSR Act) is up. This is commonly referred to as “gun-jumping.”…
Continue Reading DOJ Gun-Jumping Complaint Highlights Importance of Careful Preparation of Interim Operating Covenants to Avoid HSR Act Violations