Beginning February 1, 2026, all California employers must provide to all new hires and each existing employee on an annual basis written notice of employee’s workplace and constitutional rights. Prompted by the recent enforcement actions by United States Immigration and Customs Enforcement personnel in California, the notice specifies that labor laws apply to all workers in the state regardless of immigration status. It also requires employers to request from employees a designated emergency contact and to indicate whether that contact should be notified if the employee is arrested or detained at the workplace, Cal. Labor Code § 1555. Additionally, the notice includes an anti-retaliation clause to protect employees from being retaliated against based on their immigration status.Continue Reading California Senate Bill 294 – New Mandatory Know Your Rights Notices to Employees

On December 11, 2025, the U.S. House of Representatives passed the Incentivizing New Ventures and Economic Strength Through Capital Formation Act[1] (“INVEST Act”) by a bipartisan vote of 302 to 123. If passed by the Senate and signed into law by the President, the INVEST Act would, among other things, enable certain venture capital fund managers to remain unregistered with the Securities and Exchange Commission (“SEC”) while raising more capital from more retail investors and deploying capital in the booming secondaries market for private venture investments.Continue Reading A Potential Fundraising Boost for Venture Capital Investing: U.S. House Passes INVEST Act

When discussing the litigation challenges deepfake technology poses, one typically thinks of difficulties protecting individual privacy rights, complications prosecuting anonymous actors, the lack of law regulating deepfake usage outside commercial context, and authentication and evidentiary issues. Less prevalent is a discussion of potential liability companies face for fraud perpetrated on their customers. Yet, the proliferation of deepfake fraud has hit the corporate world at a time when courts are more willing to hold companies responsible for protecting their customers from fraudsters. In addition to protecting against fraud on the company, businesses are also well advised to protect their customers as well.Continue Reading Corporate Fraud and Institutional Liability in the Age of Deepfakes

On January 8, 2026, the New York Stock Exchange (“NYSE” or “Exchange”) submitted a proposed rule change to the Securities and Exchange Commission that would revise the initial listing requirements detailed in Sections 101 and 102 of the NYSE American Company Guide.Continue Reading NYSE American Proposes Amendments to Initial Listing Standards

Unlike past years, companies are not facing new disclosure requirements for their upcoming 10-Ks and proxy statements, but the change in the SEC administration during 2025 brought with it other changes companies will need to address. This update summarizes things to keep in mind as you prepare your 10-K and 2026 annual meeting proxy statement, and previews potential significant changes that may materialize in the future.Continue Reading Things to Keep in Mind For Your Annual Report on Form 10-K and Proxy Statement

On December 18, 2025, the Holding Foreign Insiders Accountable Act (“HFIAA”) was enacted as part of the FY 2026 National Defense Authorization Act. This new law amends Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 15 U.S.C. § 78p(a), by extending insider reporting requirements to directors and officers of foreign private issuers (as such term is defined under the Exchange Act[1]) (“FPIs”), ending the exemption for directors and officers of FPIs from Section 16(a) reporting requirements. As a result, these individuals will now be required to disclose publicly their ownership of, and transactions in, securities of FPIs on Forms 3, 4 and 5, thus mirroring the obligations that insiders of domestic companies have under the Exchange Act.Continue Reading Section 16(a) Reporting Obligations to Apply to Officers and Directors of Foreign Private Issuers Starting March 18, 2026

Key Takeaways

On December 19, 2025, the U.S. Securities and Exchange Commission (“SEC”) published a notice to solicit comments on the proposal to provide Nasdaq with limited discretion to deny initial listings even when applicants meet all stated listing requirements.[1] Nasdaq’s proposal stemmed from its observation of unusual trading in securities of certain companies, noting the SEC has imposed temporary trading suspensions pursuant to Section 12(k) of the Securities Exchange Act of 1934, as amended, with respect to listed securities based upon concerns about potential market manipulation as a result of recommendations made to investors by unknown persons via social media platforms. Continue Reading Proposal Granting NASDAQ Discretion To Deny Initial Listings Even If Listings Requirements Are Satisfied

Bad behavior in the workplace is in many instances a legal wrong that leads to legal consequences. Sexual harassment, for example, leads to consequences under tort and employment law. But if the perpetrator is a director or officer of a Delaware corporation, does such bad behavior give rise to a claim by the corporation for breach of fiduciary duty against the miscreant fiduciary? The answer for now is “not always.” In Brola v. Lundgren, C.A. 2024-1108-LWW, 2025 WL 3439671 (Del. Ch. Dec. 1, 2025) (Will, V.C.), the Delaware Court of Chancery held that sexual harassment by a director or officer does not necessarily give rise to a corporate claim for breach of the duty of loyalty, even though the corporation may have suffered losses as a result of the fiduciary’s misconduct.Continue Reading Delaware Court of Chancery Holds that a Fiduciary’s Alleged Harassment Resulting in Corporate Loss Does Not Necessarily Equate to a Breach of Fiduciary Duty

Delaware Courts Continue to Scrutinize Noncompete Agreements

As previously reported (here, here and here), courts in Delaware, the once favored “employer-friendly” jurisdiction, have increasingly scrutinized and refused to enforce noncompete agreements. In recent cases, Delaware courts have continued this trend, this time focusing on forfeiture-upon-competition provisions in equity or profit incentive agreements that also include affirmative restrictive covenants. Two of these cases are Delaware Chancery Court noncompete cases. Following on the heels of the Delaware Supreme Court’s affirmation of the employee choice doctrine, three trial courts have held that forfeiture of equity results in a failure of consideration such that the affirmative restrictive covenants are unenforceable. The practical effect of these cases is to force companies to choose between forfeiture or affirmative restrictions when crafting their equity contracts with employees. We can expect further developments in Delaware noncompete law and its implications for drafting incentive units and noncompete agreements under Delaware law, as two of the three cases are now on appeal. Recent cases are discussed below.Continue Reading Delaware Courts Limit Noncompete Enforcement in Incentive Plans

State oversight of healthcare transactions is continuing to undergo a significant transformation. As tracked in our updated Healthcare Merger Matrix, the number of states implementing or considering expanding antitrust laws targeting proposed deals continues to rise.[1] For instance, Washington and Colorado’s premerger notification laws went into effect on July 27 and August 6, 2025, respectively, and Indiana recently modified its existing transaction notice law to exempt certain practitioner-owned practices.[2] Additionally, New Mexico enacted a permanent version of its temporary transaction notification law with enhanced oversight and enforcement.[3]Continue Reading State Antitrust Enforcement Roundup: Updates to Healthcare Merger Matrix; New Potential Legislation Targeting Private Equity and Other For-Profit Entities in Healthcare