Business Law and Corporate Law

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SEC Submits Executive Compensation Disclosure Rulemaking For OIRA Review
The SEC has submitted a comprehensive rule proposal on executive compensation disclosure reform to the White House for review, following a June 2025 roundtable that examined the complexity and effectiveness of current disclosure requirements. Stakeholders debated whether to maintain prescriptive rules or shift toward principles-based disclosure, with particular focus on challenges posed by Dodd-Frank Act requirements including pay versus performance tables, clawback provisions, and CEO pay ratio disclosures
United States Commercial
GP
Goodwin Procter LLP
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Securities

Article
The Same But Different: The CFTC Proposes To Re-Codify Regulation 4.13(A)(4)... Sort Of
The Commodity Futures Trading Commission has proposed a new exemption from commodity pool operator registration for certain SEC-registered investment advisers, largely codifying relief previously provided through no-action letters. This proposal would permit registered investment advisers to claim an exemption with respect to commodity pools offered exclusively to qualified eligible persons, while introducing important modifications including investor requirements, Form PF reporting conditions, and redempti
United States Finance
KG
K&L Gates LLP
Article
SEC Submits Executive Compensation Disclosure Rulemaking For OIRA Review
The SEC has submitted a comprehensive rule proposal on executive compensation disclosure reform to the White House for review, following a June 2025 roundtable that examined the complexity and effectiveness of current disclosure requirements. Stakeholders debated whether to maintain prescriptive rules or shift toward principles-based disclosure, with particular focus on challenges posed by Dodd-Frank Act requirements including pay versus performance tables, clawback provisions, and CEO pay ratio disclosures
United States Commercial
GP
Goodwin Procter LLP
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Shareholders

Article
Glass Lewis Announces Multi-Perspective Framework
Glass Lewis is transforming its proxy advisory approach by moving away from a single global voting policy toward a multi-perspective framework that offers four distinct viewpoints tailored to different client priorities. The new system, set to launch in September 2027, will provide perspectives ranging from business fundamentals to sustainability-focused governance, allowing institutional investors to align proxy research with their specific investment philosophies.
United States Commercial
GP
Goodwin Procter LLP
Article
Can A Trust Or An Agreement Be A “Company” Under The Bank Holding Company Act?
The Federal Reserve has established a four-part safe harbor for determining when voting trusts, buy-sell agreements, and similar shareholder arrangements will not be treated as a "company" under the Bank Holding Company Act. Understanding these requirements is critical for structuring governance arrangements that avoid unintended regulatory consequences, particularly regarding termination provisions that override state perpetuity laws.
United States Finance
DM
Duane Morris LLP
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Directors and Officers

Article
Delaware Court Of Chancery Dismisses Caremark Board Oversight Claim Against Boeing
The Delaware Court of Chancery dismissed shareholder claims against Boeing's directors and officers following the January 2024 door plug blowout incident, reaffirming that robust board oversight and reporting mechanisms satisfy fiduciary duties even when business risks materialize. The decision clarifies the high bar for proving bad faith in Caremark claims and emphasizes that directors exercise business judgment in managing operational risks.
United States Commercial
SA
Skadden Arps Slate Meagher & Flom
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M&A/Private Equity

Article
The New Infrastructure Premium: What The Copia Power Sale Signals For Digital Infrastructure Investment
The convergence of power generation and digital infrastructure is reshaping how investors value data center platforms. As AI-driven demand intensifies competition for scarce resources like transmission access and interconnection rights, the largest transactions reveal a fundamental shift: investors are no longer simply buying operating assets—they're acquiring the upstream capabilities that control future capacity creation.
United States Finance
SR
McDermott Will & Schulte
Article
Latest Annual HSR Report Highlights Continuity And Divergence Under Second Trump Administration
The FY 2025 HSR Annual Report reveals significant shifts in merger enforcement patterns, with agencies issuing fewer Second Requests yet maintaining scrutiny of large transactions while demonstrating increased willingness to negotiate settlements. The report captures a transitional period spanning two administrations, showing how enforcement priorities and approaches to merger remedies have evolved.
United States Anti-trust
SA
Skadden Arps Slate Meagher & Flom
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