The U.S. Securities and Exchange Commission (SEC) is once again considering a proposal that could exempt certain individuals—known as “finders”—from broker registration requirements when helping small businesses raise capital. The renewed focus, highlighted in the SEC’s Small Business Capital Formation Advisory Committee agenda for July 22, 2025, has reignited discussions that have been ongoing since the initial proposal was introduced in 2020.Continue Reading SEC Revisits ‘Finder’ Exemption: Potential Impacts for Small Businesses and the Capital Markets

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 further assurance to foreign corporations that New York courts will enforce the substantive law of the place of incorporation for litigation involving the corporation’s internal affairs.Continue Reading New York Court of Appeals Reaffirms the Internal Affairs Doctrine for Foreign Corporations

M&A in the AI sector is redefining deal risk, especially when sensitive data is involved. As AI companies power breakthroughs in biotech, healthcare, defense, and critical infrastructure, the stakes for companies acquiring businesses handling proprietary data, biotech research, medical records, trade secrets, critical technology or government intelligence have never been higher. In an era where a single data breach or compliance failure can derail innovation and shatter market trust, due diligence has evolved from a legal checkpoint to a mission-critical strategy for safeguarding value in a rapidly disrupting landscape.Continue Reading Guarding Against the Unknown: M&A Due Diligence of AI Companies in Data-Sensitive Sectors

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 order? 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 address this type of personal jurisdiction question involving a global online payment platform.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 found that loss causation cannot rest on short-seller publications that are speculative, anonymously sourced and heavily disclaimed.Continue Reading Fourth Circuit Rejects the Use of Short-Seller Report as a Basis for Satisfying Loss Causation Element in Securities Fraud Action

Cross-border M&A deals frequently present unique issues and strategic closing considerations for transaction parties to navigate—including national security approvals. In a recent Delaware Chancery Court decision, these issues intersected when the court was forced to weigh national security-related approval conditions imposed by the Committee on Foreign Investment in the United States (“CFIUS”) against the buyer’s stringent contractual closing obligations.Continue Reading Closing Time: Hell, High Water, and Insights from the Delaware Chancery Court Decision in Desktop Metal v. Nano Dimension