On January 1, 2021, Congress enacted the Corporate Transparency Act as part of the Anti-Money Laundering Act of 2020 to “better enable critical national security, intelligence, and law enforcement efforts to counter money laundering, the financing of terrorism, and other illicit activity.” FinCEN issued the final rule on Beneficial Ownership Information Reporting Requirements on September...

Currently, the California Corporations Code prohibits a California corporation from conducting a meeting of shareholders solely by electronic transmission by and to the corporation, electronic video screen communication, conference telephone, or other means of remote communication unless one or more of the following conditions apply: (A) all of the shareholders consent; (B) the board determines...

Hutcher v Madison Sq. Garden Entertainment Corp. 2022 NY Slip Op 34417(U)December 23, 2022 Supreme Court, New York County Docket Number: Index No. 653793/2022 Judge: Lyle E. Frank is already a famous case. Banned from MSG, these attorneys took to the courts. The present action anses out of Defendant MADISON SQUARE GARDEN ENTERTAINMENT CORP.’s (“MSG”)...

As boards continue to evaluate how environmental, social and governance (“ESG”) considerations factor into corporate operations, some lawmakers and regulators have raised potential antitrust concerns about coordinated efforts.  For example, several U.S. Senators sent letters to law firms admonishing them to advise clients of increased congressional scrutiny of “institutionalized antitrust violations being committed in the...

Investors are increasingly interested in whether firms implement environmental, social, and governance (ESG) policies that, for example, reduce the firms’ carbon footprints, diversify their workplaces, or better protect customers’ private information. Some socially beneficial policies (e.g., improving energy-efficiency) may also improve shareholder wealth or would do so with appropriate government actions (e.g., given a carbon...

The U.S. Food and Drug Administration recently published a proposed rule that, if implemented, would update the labeling standards that food products must meet in order to be labeled as “healthy.” The FDA first established a definition for “healthy” in 1994, and at that time nutrition science and federal dietary guidance focused more on the...

The so-called “Bump-Up” Exclusion found in many D&O insurance policies typically excludes coverage for claims alleging that the insured company, as the acquiror, underpaid or sought to underpay for the acquisition of a target company. However, in a recent decision following a bench trial, in which the court interpreted an unusually worded exclusion that arguably...

On January 5, 2023, the Federal Trade Commission announced its proposal of a new rule that would ban employers from imposing noncompete clauses on their workers and invalidate nearly all existing noncompetes currently in effect. According to the FTC, this will affect 30 million, or one in five, American workers currently covered by a noncompete...