In this episode (approx. 10 minutes), Professor Anat Alon-Beck of Case-Western Reserve University School of Law (follow her work on SSRN) talks to us about her scholarship. In particular, Prof. Alon-Beck discusses some of the findings regarding competition among states to attract businesses—including Texas and Nevada. Prof. Alon-Beck also discusses incorporation trends for growth
Delaware Governor Matt Meyer signed Senate Bill 21 (“SB 21”) into law Tuesday night, pushing forward a measure that has drawn strong criticism from shareholder and consumer advocacy groups.
The bill made its way to the governor’s desk after a debate in the House, where it passed with a 32 to 7 vote and two members
As many public companies finalize the disclosure in their Annual Reports on Form 10-K, they should consider paying particular attention to their risk factors in light of the multitude of federal government actions following President Trump’s inauguration. Since January 20, a flurry of Executive Orders has been issued, focusing on areas including immigration, federal government
On January 27, 2025, the staff of the US Securities and Exchange Commission updated its Compliance and Disclosure Interpretations (“C&DIs”) for Proxy Rules and Schedules 14A/14C with respect to notices of exempt solicitations under Rule 14a-6(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Rule 14a-2(b)(1) of the Exchange Act exempts
The US Supreme Court has stayed the injunction against the Corporate Transparency Act (CTA), but the requirement for companies to file beneficial ownership information remains suspended, creating ongoing uncertainty about compliance timelines. This Legal Update summarizes status and notes potential developments that could impact companies’ reporting obligations. Continue reading.
On December 26, 2024, a panel of the US Court of Appeals for the Fifth Circuit vacated an order issued by a different panel just days before that had stayed the nationwide preliminary injunction suspending enforcement of the Corporate Transparency Act (CTA) and its implementing regulations. The Fifth Circuit’s action has the effect of restoring
On December 23, 2024, the US Court of Appeals for the Fifth Circuit granted an emergency motion by the federal government to stay the nationwide preliminary injunction that had suspended enforcement of the Corporate Transparency Act (CTA) and stayed its compliance deadlines, including the January 1, 2025, compliance deadline for reporting companies formed prior to
On December 3, 2024, the US District Court for the Eastern District of Texas entered a preliminary injunction suspending enforcement of the Corporate Transparency Act (CTA) and its implementing regulations nationwide, concluding that the CTA is likely unconstitutional as it is outside Congress’s power. Although not the first court to reach such a conclusion, the
On September 27, 2024, the Securities and Exchange Commission (“SEC”) adopted final amendments to Rules 10 and 11 of Regulation S-T (17 CFR 232.10 and 232.11) and Form ID to improve access to, and management of, accounts on the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. Known as “EDGAR Next,” these enhancements are designed
On October 10, 2024, the Federal Trade Commission (FTC) published its Final Rule enacting changes to the Hart-Scott-Rodino Act (HSR Act) premerger notification rules. The Final Rule will usher in the most significant changes to HSR reporting requirements in the program’s 45-year history.
The HSR Act requires parties to a merger or acquisition that meets