As of our last client update on the Corporate Transparency Act (CTA) litigation (see CTA client alert), the U.S. Supreme Court, in an 8-1 ruling, lifted a nationwide injunction issued by a Texas trial court in Texas Top Cop Shop v. Bondi that had blocked CTA enforcement, but another nationwide injunction issued by another Texas trial court in Smith v. United States Department of the Treasury continued to stall CTA implementation. Now, the new Trump Administration, in its first formal actions related to the CTA litigations, (i) on February 5, filed a notice of appeal and motion to stay the injunction in Smith, and (ii) on February 7, filed a brief supporting the constitutionality of the CTA in Texas Top Cop Shop. Given the Supreme Court’s decision in Texas Top Cop Shop to lift the injunction against CTA enforcement, we believe the government’s effort to stay the injunction in Smith is likely to succeed.

Continue Reading Trump Administration Continues Defense of Corporate Transparency Act, Indicates FinCEN’s Flexibility On Deadlines And Scope

The following is part of our annual publication Selected Issues for Boards of Directors in 2025. Explore all topics or download the PDF.

The second Trump Administration is expected to mark the return of a more transactional foreign policy approach, with an openness to dealmaking supported by the aggressive use (or threat) of trade controls. Boards should, therefore, expect the U.S. government to continue to rely on trade controls as a key foreign policy tool. Although specific actions remain uncertain, significant change is possible on a number of fronts, including sanctions relating to China, Russia, Iran, Syria and Venezuela.  

Continue Reading Trade Controls: Recent Developments and Changes on the Horizon for 2025

The following is part of our annual publication Selected Issues for Boards of Directors in 2025. Explore all topics or download the PDF.

2025 begins with a continuation of the major tax trends emerging in the post‑Covid era: more aggressive audits by tax authorities in search of additional revenue, increased international cooperation between tax authorities, the end of transitional concessions to assist businesses through the pandemic, and a developing role for tax in shaping ESG policies and behaviors.

Continue Reading The Current Tax Risk Environment and Best Practices for Managing It

The following is part of our annual publication Selected Issues for Boards of Directors in 2025. Explore all topics or download the PDF.

UK and European capital markets underwent significant reform in 2024. The UK Financial Conduct Authority (FCA) overhauled the UK listing regime and implemented new listing rules (UKLRs) as part of the UK government’s efforts to simplify and modernise the regime and reinvigorate the UK capital markets. The UKLRs pave the way for further reform of the UK’s prospectus and public offer regimes, with final rules expected in the summer. In the EU, the EU Listing Act introduces fundamental changes–to the EU market abuse and prospectus regimes, in particular – which are intended to simplify and standardise requirements for EU listed issuers. The EU Listing Act is part of the EU’s Capital Markets Union project aimed at increasing the attractiveness of EU capital markets. These reforms have generally been positively received on both sides of the Channel. Despite some alignment amongst the reforms (whether implemented or proposed), they also introduce notable divergence between the UK and EU regimes, for the first time since Brexit.

Continue Reading 2025 UK and European Capital Markets Update: “All Change!”

The following is part of our annual publication Selected Issues for Boards of Directors in 2025. Explore all topics or download the PDF.

The SEC pursued multiple high profile enforcement actions in 2024, alongside issuing additional guidance around compliance with the new cybersecurity disclosure rules. Together these developments demonstrate a continued focus by the SEC on robust disclosure frameworks for cybersecurity incidents. Public companies will need to bear these developments in mind as they continue to grapple with cybersecurity disclosure requirements going into 2025.

Continue Reading Cybersecurity Disclosure and Enforcement Developments and Predictions

The following is part of our annual publication Selected Issues for Boards of Directors in 2025. Explore all topics or download the PDF.

2024 was a remarkable year in Delaware. For the first time in as long as anyone can remember, people began to seriously question whether Delaware would retain its dominance as the go-to jurisdiction for incorporating companies. There was an uproar following several decisions by the Delaware Court of Chancery that seemed to shake the market’s confidence in Delaware law’s venerable predictability. One such decision invalidated shareholder agreement provisions that had long been commonplace and another found that a board had not validly approved a merger agreement because, as is typical, the board had not received a draft in final form. At the same time, a certain well-known CEO’s $50 billion compensation package was struck down, leading him to publicly declare “Never incorporate your company in the state of Delaware.”

Continue Reading Delaware’s Rocky Year–What Lies Ahead?

The long and winding road of the Corporate Transparency Act (CTA) litigation (as discussed in our most recent CTA client alert) has taken another turn, and this time companies are driving blind. On New Year’s Eve, the U.S. Department of Justice (DOJ) asked the U.S. Supreme Court to lift the injunction imposed by a Texas court and let the law go into effect while the legal contest over the constitutionality of the law is pending. Yesterday, the U.S. Supreme Court resoundingly agreed with the DOJ. In an 8-1 ruling, the nation’s highest Court lifted the stay on enforcement of the statute. One might assume that the Supreme Court ruling ended the injunction issue, but a separate order issued by a different federal judge in Texas blocking enforcement of the statute nationwide remains in place.

Continue Reading U.S. Supreme Court Lifts Initial Injunction Against Enforcement Of Corporate Transparency Act, But A Separate Injunction Continues To Halt Implementation 

The following is part of our annual publication Selected Issues for Boards of Directors in 2025. Explore all topics or download the PDF.

In 2025, boards of directors face a well-established and active global foreign direct investment (FDI) landscape where regulatory review continues to expand and develop. Last year, the Committee on Foreign Investment in the U.S. (CFIUS) issued a final rule enhancing its mitigation and enforcement authority. Non-U.S. FDI review regimes, particularly in Europe, have become more active, with a number of new regimes entering into effect and an increasing number of transactions subject to regulatory scrutiny. The European Commission proposed a new EU-wide FDI Screening Regulation in March 2024, which aims to overhaul the existing EU FDI regime. As concern grows over access to and control over artificial intelligence (AI), semiconductors and other advanced and critical technologies, FDI approvals have become a significant regulatory issue for many cross-border transactions.

Continue Reading FDI Review Regimes Ramp up Globally and Enhance Enforcement; U.S. Outbound Investment Regime Goes into Effect

The following is part of our annual publication Selected Issues for Boards of Directors in 2025. Explore all topics or download the PDF.

The Ill-Fated SEC Climate Rule

On March 6, 2024, the SEC adopted final rules “to enhance and standardize climate-related disclosures for investors,” which included, among other things, requirements to disclose material climate-related risks and related governance policies and practices and mitigation and adaptation activities, targets and goals, Scope 1 and 2 emissions reports and financial statement effects of severe weather events and other natural conditions, including related costs and expenditures (the Climate Rule).

Continue Reading A New Regulatory Environment for Climate and Other ESG Reporting Rules

The following is part of our annual publication Selected Issues for Boards of Directors in 2025. Explore all topics or download the PDF.

Antitrust in 2024 was marked by evolving policy developments, vigorous enforcement, and eye-catching court decisions. In the U.S., an aggressive enforcement approach lead to unpredictability and lengthy merger review process across sectors. In the EU, enforcement of the Digital Markets Act (DMA) intensified scrutiny on digital platforms, while a landmark ruling in the Illumina/GRAIL matter clarified the scope of the EU Commission’s merger jurisdiction. In the UK, the Competition and Markets Authority (CMA) cleared the Vodafone/Three merger with behavioral remedies, signaling a significant departure from its historic practice to require structural remedies. 2025 will see new antitrust leadership on both sides of the Atlantic with an expectation that the U.S. will largely return to a more traditional approach on antitrust under the Trump Administration and that Europe will continue to enforce digital rules and bring cases related to AI with a focus on promoting growth in clean tech and AI sectors.

Continue Reading 2024 Antitrust Update: Navigating the Evolving Landscape