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AmLaw 100 Legal Intelligence — Distilled
Wednesday, August 19, 202615 featured6 also noted8 firms11 practice areasgrade 3–5
Quick Scan — Why It Matters
Troutman Pepper LockeInternational Trade / Tariffs+ Expand
CIT Upholds Presidential Power to End $800 De Minimis Tariff Exemption

Importers and retailers relying on the $800 de minimis tariff exemption must prepare for its potential elimination after the CIT confirmed the president’s authority to revoke it.

On August 13, 2026, the U.S. Court of International Trade ruled that the president possesses the legal authority to eliminate the $800 de minimis tariff exemption under the Trade Act of 1974. The decision stems from a challenge to a prior executive action that sought to revoke the exemption for certain goods. The court’s affirmation of presidential power removes a significant judicial barrier to future tariff policy shifts. Companies with cross-border e-commerce, retail, and supply chain operations should evaluate exposure to potential tariff reinstatement, review import classification strategies, and consider contingency plans for cost pass-through or sourcing adjustments.

Read the full dispatch →
Mayer BrownWhite Collar / Investigations+ Expand
DOJ Fraud Division Outlines Rapid Expansion, Five Priority Enforcement Areas

Corporate legal teams must track the DOJ’s newly formalized Fraud Division growth plan and its five designated priority areas, as the expanded enforcement footprint will directly shape corporate compliance and investigation risk profiles.

The U.S. Department of Justice has released a formal plan for its recently established Fraud Division, detailing a significant organizational expansion and the identification of five core priority enforcement areas. The plan signals a marked increase in the DOJ’s capacity and strategic focus on fraud-related investigations, with resources being directed toward specific, high-priority sectors. For in-house counsel, this development requires a reassessment of corporate compliance programs, internal investigation protocols, and risk mitigation strategies to account for the heightened enforcement attention in these targeted areas. Organizations operating in or adjacent to the division’s priority zones should proactively review their controls, training, and reporting mechanisms to address the elevated scrutiny.

Read the full dispatch →
Foley & LardnerSanctions / Export Controls+ Expand
OFAC reaffirms and expands Venezuela general licenses amid earthquake relief

U.S. companies with Venezuela exposure must immediately verify whether their activities fall within OFAC’s newly reaffirmed and amended general licenses, because the permissible scope is narrow, conditional, and subject to rapid revocation.

In June 2026, OFAC issued a series of amendments and new general licenses that significantly reshape the U.S. sanctions landscape for Venezuela. The updates authorize U.S. entities established before January 29, 2025, to purchase and refine Venezuelan crude (GL 46A), export diluents (GL 47A), supply oil and gas equipment and services (GL 48A), negotiate contingent investment contracts (GL 49A), and allow six named companies—including Eni, Repsol, and Shell—to conduct oil and gas operations (GL 50B). A new license also permits transactions related to PdVSA’s 2020 8.5% bond effective August 4, 2026. However, each license carries strict conditions: U.S. law governs contracts, payments must flow through U.S.-controlled accounts, cryptocurrency is banned, and transactions involving certain countries are excluded. OFAC can amend or revoke these licenses with little notice, as demonstrated by the swift reversal of Iranian sanctions relief. Companies should conduct transaction-specific reviews, screen all counterparties, and build contractual flexibility to address potential license changes.

Read the full dispatch →
Arnold & PorterSecurities / Capital Markets+ Expand
SEC Halts No-Action Letters for Shareholder Proposal Exclusions

Public companies and their counsel must now decide alone whether to exclude shareholder proposals under Rule 14a-8, as the SEC Division of Corporation Finance will no longer issue no-action letters for any exclusion basis, including the previously exempt Rule 14a-8(i)(1) category.

Effective immediately, the SEC’s Division of Corporation Finance has discontinued its practice of responding to no-action requests regarding the exclusion of shareholder proposals under Exchange Act Rule 14a-8. This ends a year-long pilot program that had already suspended responses for most exclusion bases except Rule 14a-8(i)(1). The Division received no requests under that narrow exception during the pilot period. Companies must still file required notices with the SEC and the proponent at least 80 days before the proxy filing, using the new online Shareholder Proposal Form, but will receive no staff guidance on whether the SEC would object to the exclusion. The Division of Investment Management is adopting a parallel approach for investment companies. In-house counsel and corporate secretaries should prepare to evaluate exclusion grounds without SEC staff input and ensure timely, proper notice filings.

Read the full dispatch →
Troutman Pepper LockeInfrastructure / Project Finance+ Expand
FCC Bars Foreign-Made Power Inverters from U.S. Grid

Energy project developers and grid operators must immediately assess compliance with the FCC's ban on foreign-produced power inverters, which threatens to disrupt supply chains and delay project commissioning.

The Federal Communications Commission has issued an order prohibiting the importation and use of foreign-manufactured power inverters in the U.S. energy infrastructure, citing national security risks. The ban covers a broad category of grid-tied inverters used in solar, battery storage, and other renewable projects. Companies with active or planned projects relying on affected equipment must identify alternative compliant suppliers, evaluate potential delays, and consider cost implications. The rule includes a phased compliance timeline, but immediate inventory and procurement reviews are advised to avoid project stoppages or enforcement exposure.

Read the full dispatch →
Troutman Pepper LockeEnergy / Renewables+ Expand
Foreign Inverter Crackdown Risks Slowing US Battery Storage Growth

US battery storage developers and investors must track emerging foreign inverter import restrictions, as these policies threaten to delay project timelines and raise equipment costs for domestic energy storage deployments.

A recent Recharge News report highlights growing regulatory scrutiny of foreign-made inverters used in US battery storage systems, with potential restrictions that could disrupt supply chains for a key component of grid-scale and commercial storage projects. Inverters are critical for converting DC battery power to grid-compatible AC electricity, and any limitations on imported units may force developers to source more expensive domestic alternatives or face project delays. Energy storage stakeholders should monitor trade policy developments, assess supplier diversification strategies, and evaluate contract terms to mitigate cost and schedule risks from potential import constraints.

Read the full dispatch →
Troutman Pepper LockeRegulatory / Government+ Expand
Pennsylvania Sunshine Act Expands to Nonprofit and Quasi-Governmental Boards

Nonprofit and quasi-governmental boards in Pennsylvania must now comply with Sunshine Act open-meeting requirements under new legislation, exposing them to enforcement risk for noncompliance.

Recent Pennsylvania legislative changes—including the Coleman decision, House Bill 2146, and Senate Bill 1150—have significantly broadened the scope of the Sunshine Act to cover nonprofit and quasi-governmental entities that previously operated outside its reach. These boards must now adhere to public meeting, notice, and quorum rules, with violations carrying civil penalties and potential invalidation of actions taken in closed sessions. Organizations should immediately review their governance practices, update meeting protocols, train board members, and consult counsel to ensure compliance with the expanded statutory obligations.

Read the full dispatch →
Mayer BrownSanctions / Export Controls+ Expand
Tech Companies Face Heightened Legal Risks in Conflict Zones

Technology firms operating in or with customers in conflict-affected regions must assess escalating compliance obligations under international humanitarian law, sanctions, and export control regimes to avoid severe enforcement penalties.

Mayer Brown’s analysis outlines the expanding legal exposure for technology companies in conflict zones, covering obligations under international humanitarian law, targeted sanctions programs, export controls, and potential complicity liability. The guidance notes that even indirect support—such as providing cloud services, surveillance tools, or communications infrastructure—can trigger regulatory scrutiny. Firms should conduct enhanced due diligence on end-users and geographic exposure, review contractual terms to address conflict-related risks, and monitor evolving enforcement priorities across multiple jurisdictions. Proactive compliance program adjustments are critical to mitigate both civil and criminal liability.

Read the full dispatch →
Mayer BrownBankruptcy / Restructuring+ Expand
German Insolvency Avoidance Risks for Creditors Receiving Incongruent Payments

Creditors receiving payments or security from financially distressed German debtors outside strict contractual terms face near-automatic avoidance by insolvency administrators in the final pre-filing month, with no requirement to prove knowledge of insolvency.

Section 131 of the German Insolvency Code permits avoidance of 'incongruent coverage'—security or satisfaction a creditor was not entitled to receive in that form or at that time. Critically, for acts within one month before an insolvency petition is filed (or thereafter), only objective incongruence is required; the administrator need not show the creditor knew of the debtor’s insolvency. The Federal Court of Justice has confirmed that the cash transaction privilege does not apply, so even economically equivalent exchanges are vulnerable. Examples include early payments, payments on time-barred claims, or amounts extracted under pressure. Avoided transfers must be returned to the estate, and the creditor’s claim typically becomes an ordinary insolvency claim entitled only to a pro rata dividend. Related parties face a presumption of knowledge. Creditors should strictly adhere to contractual payment terms, document claim bases meticulously, and obtain early legal review of any non-standard payments or security from distressed counterparties.

Read the full dispatch →
Jones DaySecurities / Capital Markets+ Expand
SEC Ends All Staff Review of Shareholder Proposal Exclusion Requests

Public companies can no longer obtain SEC staff confirmation before excluding shareholder proposals from proxy materials, shifting full legal responsibility to company counsel and boards.

The SEC Division of Corporation Finance has ceased responding to both no-action and no-objection requests under Rule 14a-8, ending decades of informal staff guidance on shareholder proposal exclusions. Companies must still file exclusion notices with the Commission at least 80 days before their definitive proxy statement, but the SEC will no longer provide any substantive or procedural feedback. The practical impact is limited because staff responses were never substantive endorsements, yet the change removes a long-standing safety valve. Companies must now independently assess exclusion risks, including potential litigation from proponents and reactions from proxy advisors and investors. Ongoing rulemaking on shareholder proposal modernization and Chair Atkins’s state-law preference signal further structural changes ahead.

Read the full dispatch →
Mayer BrownFinancial Regulation+ Expand
NYDFS Proposes Rules for New York BNPL Licensing and Compliance

Buy-now, pay-later lenders and fintechs operating in New York must prepare for a new state licensing regime, usury caps, and consumer interface requirements under the proposed NYDFS rule.

The New York Department of Financial Services has issued a proposed rule to implement the state’s Buy-Now, Pay-Later Act, which would subject BNPL providers to licensing, 16% APR usury limits, and credit-card-style disclosure obligations. The proposal narrows some earlier pre-proposed requirements but introduces a new mandate for a “reasonably accessible interface” allowing consumers to manage and prepay loans via mobile apps or websites. It also removes prior tipping restrictions and adjusts late-fee notice timing. Non-exempt lenders must apply for a license within 45 days of final rules taking effect, with a 180-day effective window after publication. BNPL providers and bank partnership programs should evaluate product and servicing changes now.

Read the full dispatch →
Foley & LardnerIP / Patent+ Expand
Overcoming IPR Discretionary Denial via Material Examiner Error

Patent challengers must demonstrate material USPTO examiner error to overcome discretionary IPR denial, as the Director prioritizes correcting improvident grants over settled expectations.

The USPTO Director has reinforced that demonstrating material examiner error during prosecution can outweigh Fintiv factors favoring discretionary denial of inter partes review petitions. Recent decisions highlight that overlooked prior art, misapprehended reference teachings, and abbreviated examination are persuasive grounds for institution. Practitioners should scrutinize prosecution records for examiner search deficiencies, voluminous IDS submissions, incorrect priority determinations, and allowance timing anomalies. Expert testimony mapping claim limitations to overlooked references strengthens these arguments. The Director’s emphasis on correcting examination errors aligns with the AIA’s purpose of reconsidering improvident grants, making material error a critical pathway for petitioners navigating the current discretionary denial landscape.

Read the full dispatch →
Arnold & PorterRegulatory / Government+ Expand
Treasury Launches Consolidated CFIUS Website With New Tools and Guidance

Transaction parties and advisors involved in cross-border M&A or U.S. real estate deals subject to CFIUS jurisdiction must review the new consolidated CFIUS.gov website, which introduces a pre-filing consultation portal, a public risk matrix, and updated filing guidance that can streamline review timelines and reduce processing delays.

On July 29, 2026, the U.S. Department of the Treasury, acting as CFIUS Chair, launched a redesigned, consolidated CFIUS website (CFIUS.gov) that centralizes previously dispersed guidance and introduces several new resources for transaction participants. Key features include an online pre-filing consultation portal integrated with CFIUS’s Case Management System, allowing parties to engage with staff at least five business days before submitting a declaration or notice; a public CFIUS Risk Matrix that outlines the Committee’s analytical framework across eight national security risk categories, including associated threats, vulnerabilities, consequences, and representative mitigation measures; and comprehensive filing process guidance that clarifies the declaration-versus-notice decision, identifies common causes of processing delays, and recommends voluntary supplemental materials to include with initial filings. The website also hosts dedicated initiative pages for the Known Investor Program, Investment Security Technology Initiative, and Strategic Vendor Program. Parties should incor

Read the full dispatch →
Arnold & PorterLitigation / Appellate+ Expand
Tenth Circuit Expands PREP Act Immunity to Contract Claims

Pharmaceutical and healthcare entities facing contract-based litigation tied to COVID-19 countermeasures now have broader statutory immunity under the PREP Act following a precedential Tenth Circuit ruling.

The U.S. Court of Appeals for the Tenth Circuit reversed a district court decision in Dressen v. AstraZeneca AB, holding that the PREP Act's immunity provision covering 'claims for loss' extends to contract claims, not merely tort claims. The unanimous published opinion resolves a question of first impression and significantly expands the scope of immunity available to manufacturers and administrators of covered countermeasures. The court also affirmed immediate appellate review under the collateral-order doctrine because statutory immunity would be irretrievably lost without it. The case was remanded solely to assess whether AstraZeneca contractually waived its immunity. In-house counsel for life sciences and healthcare organizations should review informed consent agreements and related contracts to evaluate waiver risk and immunity preservation strategies.

Read the full dispatch →
BakerHostetlerRegulatory / Government+ Expand
Texas LAR Process Opens Early Window for Regulated Businesses

Regulated businesses with Texas operations should monitor agency budget requests now because the 2028-29 Legislative Appropriations Request cycle—shaped by a 3% base-budget reduction—will signal enforcement capacity, permitting timelines, and policy priorities before legislation or rules are proposed.

Texas agencies are beginning the Legislative Appropriations Request process for the 2028-29 biennium under a 3% base-budget reduction, a shift from recent surplus-driven sessions. LARs serve as early public indicators of agency priorities, including staffing, technology investments, and potential new enforcement or permitting focus areas. For regulated industries, tracking what agencies protect, cut, or request can reveal risk before priorities crystallize into bills, rules, or enforcement posture. Budget hearings start August 25, and data center sales-tax exemption reassessments are already flagged as a high-impact item. Businesses should map relevant agencies, review exceptional items and rider revisions, and engage early to shape outcomes rather than react after policy becomes obligation.

Read the full dispatch →
DIG DEEPER
MOST CONSEQUENTIALSEC Halts No-Action Letters for Shareholder Proposal Exclusions

Public companies and their counsel must now decide alone whether to exclude shareholder proposals under Rule 14a-8, as the SEC Division of Corporation Finance will no longer issue no-action letters for any exclusion basis, including the previously exempt Rule 14a-8(i)(1) category.

Effective immediately, the SEC’s Division of Corporation Finance has discontinued its practice of responding to no-action requests regarding the exclusion of shareholder proposals under Exchange Act Rule 14a-8. This ends a year-long pilot program that had already suspended responses for most exclusion bases except Rule 14a-8(i)(1). The Division received no requests under that narrow exception during the pilot period. Companies must still file required notices with the SEC and the proponent at least 80 days before the proxy filing, using the new online Shareholder Proposal Form, but will receive no staff guidance on whether the SEC would object to the exclusion. The Division of Investment Management is adopting a parallel approach for investment companies. In-house counsel and corporate secretaries should prepare to evaluate exclusion grounds without SEC staff input and ensure timely, proper notice filings.

Arnold & PorterSecurities / Capital Markets
sec-enforcementshareholder-proposalsproxy-accessrule-14a-8corporate-governance
AR
Today's Curator
Arthur Rodrigues. Corporate Counsel & Corporate Secretary at Teachable, Inc. Founder of Cicero Intelligent Minds. Former BigLaw (O'Melveny, Weil, Hughes Hubbard). JD/LLM Michigan Law.
Full Analysis — The Details
01 — BANKRUPTCY / RESTRUCTURING1
Mayer Brown+ Expand
German Insolvency Avoidance Risks for Creditors Receiving Incongruent Payments

Creditors receiving payments or security from financially distressed German debtors outside strict contractual terms face near-automatic avoidance by insolvency administrators in the final pre-filing month, with no requirement to prove knowledge of insolvency.

Section 131 of the German Insolvency Code permits avoidance of 'incongruent coverage'—security or satisfaction a creditor was not entitled to receive in that form or at that time. Critically, for acts within one month before an insolvency petition is filed (or thereafter), only objective incongruence is required; the administrator need not show the creditor knew of the debtor’s insolvency. The Federal Court of Justice has confirmed that the cash transaction privilege does not apply, so even economically equivalent exchanges are vulnerable. Examples include early payments, payments on time-barred claims, or amounts extracted under pressure. Avoided transfers must be returned to the estate, and the creditor’s claim typically becomes an ordinary insolvency claim entitled only to a pro rata dividend. Related parties face a presumption of knowledge. Creditors should strictly adhere to contractual payment terms, document claim bases meticulously, and obtain early legal review of any non-standard payments or security from distressed counterparties.

german-insolvency-lawsection-131-insoincongruent-coverageavoidance-actionscreditor-risk
Read the full dispatch →
02 — ENERGY / RENEWABLES1
Troutman Pepper Locke+ Expand
Foreign Inverter Crackdown Risks Slowing US Battery Storage Growth

US battery storage developers and investors must track emerging foreign inverter import restrictions, as these policies threaten to delay project timelines and raise equipment costs for domestic energy storage deployments.

A recent Recharge News report highlights growing regulatory scrutiny of foreign-made inverters used in US battery storage systems, with potential restrictions that could disrupt supply chains for a key component of grid-scale and commercial storage projects. Inverters are critical for converting DC battery power to grid-compatible AC electricity, and any limitations on imported units may force developers to source more expensive domestic alternatives or face project delays. Energy storage stakeholders should monitor trade policy developments, assess supplier diversification strategies, and evaluate contract terms to mitigate cost and schedule risks from potential import constraints.

battery-storageinverter-regulationsenergy-tradegrid-infrastructuresupply-chain-risk
Read the full dispatch →
03 — FINANCIAL REGULATION1
Mayer Brown+ Expand
NYDFS Proposes Rules for New York BNPL Licensing and Compliance

Buy-now, pay-later lenders and fintechs operating in New York must prepare for a new state licensing regime, usury caps, and consumer interface requirements under the proposed NYDFS rule.

The New York Department of Financial Services has issued a proposed rule to implement the state’s Buy-Now, Pay-Later Act, which would subject BNPL providers to licensing, 16% APR usury limits, and credit-card-style disclosure obligations. The proposal narrows some earlier pre-proposed requirements but introduces a new mandate for a “reasonably accessible interface” allowing consumers to manage and prepay loans via mobile apps or websites. It also removes prior tipping restrictions and adjusts late-fee notice timing. Non-exempt lenders must apply for a license within 45 days of final rules taking effect, with a 180-day effective window after publication. BNPL providers and bank partnership programs should evaluate product and servicing changes now.

bnpl-regulationnydfsconsumer-financefintech-licensingusury-limits
Read the full dispatch →
04 — INFRASTRUCTURE / PROJECT FINANCE1
Troutman Pepper Locke+ Expand
FCC Bars Foreign-Made Power Inverters from U.S. Grid

Energy project developers and grid operators must immediately assess compliance with the FCC's ban on foreign-produced power inverters, which threatens to disrupt supply chains and delay project commissioning.

The Federal Communications Commission has issued an order prohibiting the importation and use of foreign-manufactured power inverters in the U.S. energy infrastructure, citing national security risks. The ban covers a broad category of grid-tied inverters used in solar, battery storage, and other renewable projects. Companies with active or planned projects relying on affected equipment must identify alternative compliant suppliers, evaluate potential delays, and consider cost implications. The rule includes a phased compliance timeline, but immediate inventory and procurement reviews are advised to avoid project stoppages or enforcement exposure.

fccpower-invertersgrid-securityenergy-infrastructurenational-security
Read the full dispatch →
05 — INTERNATIONAL TRADE / TARIFFS1
Troutman Pepper Locke+ Expand
CIT Upholds Presidential Power to End $800 De Minimis Tariff Exemption

Importers and retailers relying on the $800 de minimis tariff exemption must prepare for its potential elimination after the CIT confirmed the president’s authority to revoke it.

On August 13, 2026, the U.S. Court of International Trade ruled that the president possesses the legal authority to eliminate the $800 de minimis tariff exemption under the Trade Act of 1974. The decision stems from a challenge to a prior executive action that sought to revoke the exemption for certain goods. The court’s affirmation of presidential power removes a significant judicial barrier to future tariff policy shifts. Companies with cross-border e-commerce, retail, and supply chain operations should evaluate exposure to potential tariff reinstatement, review import classification strategies, and consider contingency plans for cost pass-through or sourcing adjustments.

de-minimis-tariffpresidential-authoritycourt-of-international-tradeimport-tariffstrade-policy
Read the full dispatch →
06 — IP / PATENT1
Foley & Lardner+ Expand
Overcoming IPR Discretionary Denial via Material Examiner Error

Patent challengers must demonstrate material USPTO examiner error to overcome discretionary IPR denial, as the Director prioritizes correcting improvident grants over settled expectations.

The USPTO Director has reinforced that demonstrating material examiner error during prosecution can outweigh Fintiv factors favoring discretionary denial of inter partes review petitions. Recent decisions highlight that overlooked prior art, misapprehended reference teachings, and abbreviated examination are persuasive grounds for institution. Practitioners should scrutinize prosecution records for examiner search deficiencies, voluminous IDS submissions, incorrect priority determinations, and allowance timing anomalies. Expert testimony mapping claim limitations to overlooked references strengthens these arguments. The Director’s emphasis on correcting examination errors aligns with the AIA’s purpose of reconsidering improvident grants, making material error a critical pathway for petitioners navigating the current discretionary denial landscape.

iprdiscretionary-denialexaminer-errorptabuspto
Read the full dispatch →
07 — LITIGATION / APPELLATE1
Arnold & Porter+ Expand
Tenth Circuit Expands PREP Act Immunity to Contract Claims

Pharmaceutical and healthcare entities facing contract-based litigation tied to COVID-19 countermeasures now have broader statutory immunity under the PREP Act following a precedential Tenth Circuit ruling.

The U.S. Court of Appeals for the Tenth Circuit reversed a district court decision in Dressen v. AstraZeneca AB, holding that the PREP Act's immunity provision covering 'claims for loss' extends to contract claims, not merely tort claims. The unanimous published opinion resolves a question of first impression and significantly expands the scope of immunity available to manufacturers and administrators of covered countermeasures. The court also affirmed immediate appellate review under the collateral-order doctrine because statutory immunity would be irretrievably lost without it. The case was remanded solely to assess whether AstraZeneca contractually waived its immunity. In-house counsel for life sciences and healthcare organizations should review informed consent agreements and related contracts to evaluate waiver risk and immunity preservation strategies.

prep-act-immunitycontract-claimstenth-circuitcovid-19-vaccinelife-sciences-litigation
Read the full dispatch →
08 — REGULATORY / GOVERNMENT3
Troutman Pepper Locke+ Expand
Pennsylvania Sunshine Act Expands to Nonprofit and Quasi-Governmental Boards

Nonprofit and quasi-governmental boards in Pennsylvania must now comply with Sunshine Act open-meeting requirements under new legislation, exposing them to enforcement risk for noncompliance.

Recent Pennsylvania legislative changes—including the Coleman decision, House Bill 2146, and Senate Bill 1150—have significantly broadened the scope of the Sunshine Act to cover nonprofit and quasi-governmental entities that previously operated outside its reach. These boards must now adhere to public meeting, notice, and quorum rules, with violations carrying civil penalties and potential invalidation of actions taken in closed sessions. Organizations should immediately review their governance practices, update meeting protocols, train board members, and consult counsel to ensure compliance with the expanded statutory obligations.

pennsylvania-sunshine-actnonprofit-governanceopen-meetingsquasi-governmental-entitiescompliance-risk
Read the full dispatch →
Arnold & Porter+ Expand
Treasury Launches Consolidated CFIUS Website With New Tools and Guidance

Transaction parties and advisors involved in cross-border M&A or U.S. real estate deals subject to CFIUS jurisdiction must review the new consolidated CFIUS.gov website, which introduces a pre-filing consultation portal, a public risk matrix, and updated filing guidance that can streamline review timelines and reduce processing delays.

On July 29, 2026, the U.S. Department of the Treasury, acting as CFIUS Chair, launched a redesigned, consolidated CFIUS website (CFIUS.gov) that centralizes previously dispersed guidance and introduces several new resources for transaction participants. Key features include an online pre-filing consultation portal integrated with CFIUS’s Case Management System, allowing parties to engage with staff at least five business days before submitting a declaration or notice; a public CFIUS Risk Matrix that outlines the Committee’s analytical framework across eight national security risk categories, including associated threats, vulnerabilities, consequences, and representative mitigation measures; and comprehensive filing process guidance that clarifies the declaration-versus-notice decision, identifies common causes of processing delays, and recommends voluntary supplemental materials to include with initial filings. The website also hosts dedicated initiative pages for the Known Investor Program, Investment Security Technology Initiative, and Strategic Vendor Program. Parties should incor

cfiusforeign-investment-reviewnational-securitycross-border-maregulatory-guidance
Read the full dispatch →
BakerHostetler+ Expand
Texas LAR Process Opens Early Window for Regulated Businesses

Regulated businesses with Texas operations should monitor agency budget requests now because the 2028-29 Legislative Appropriations Request cycle—shaped by a 3% base-budget reduction—will signal enforcement capacity, permitting timelines, and policy priorities before legislation or rules are proposed.

Texas agencies are beginning the Legislative Appropriations Request process for the 2028-29 biennium under a 3% base-budget reduction, a shift from recent surplus-driven sessions. LARs serve as early public indicators of agency priorities, including staffing, technology investments, and potential new enforcement or permitting focus areas. For regulated industries, tracking what agencies protect, cut, or request can reveal risk before priorities crystallize into bills, rules, or enforcement posture. Budget hearings start August 25, and data center sales-tax exemption reassessments are already flagged as a high-impact item. Businesses should map relevant agencies, review exceptional items and rider revisions, and engage early to shape outcomes rather than react after policy becomes obligation.

texas-larstate-budgetregulatory-prioritiesagency-enforcementpermitting
Read the full dispatch →
09 — SANCTIONS / EXPORT CONTROLS2
Foley & Lardner+ Expand
OFAC reaffirms and expands Venezuela general licenses amid earthquake relief

U.S. companies with Venezuela exposure must immediately verify whether their activities fall within OFAC’s newly reaffirmed and amended general licenses, because the permissible scope is narrow, conditional, and subject to rapid revocation.

In June 2026, OFAC issued a series of amendments and new general licenses that significantly reshape the U.S. sanctions landscape for Venezuela. The updates authorize U.S. entities established before January 29, 2025, to purchase and refine Venezuelan crude (GL 46A), export diluents (GL 47A), supply oil and gas equipment and services (GL 48A), negotiate contingent investment contracts (GL 49A), and allow six named companies—including Eni, Repsol, and Shell—to conduct oil and gas operations (GL 50B). A new license also permits transactions related to PdVSA’s 2020 8.5% bond effective August 4, 2026. However, each license carries strict conditions: U.S. law governs contracts, payments must flow through U.S.-controlled accounts, cryptocurrency is banned, and transactions involving certain countries are excluded. OFAC can amend or revoke these licenses with little notice, as demonstrated by the swift reversal of Iranian sanctions relief. Companies should conduct transaction-specific reviews, screen all counterparties, and build contractual flexibility to address potential license changes.

ofacvenezuela-sanctionsgeneral-licensesenergy-sectorcompliance-risk
Read the full dispatch →
Mayer Brown+ Expand
Tech Companies Face Heightened Legal Risks in Conflict Zones

Technology firms operating in or with customers in conflict-affected regions must assess escalating compliance obligations under international humanitarian law, sanctions, and export control regimes to avoid severe enforcement penalties.

Mayer Brown’s analysis outlines the expanding legal exposure for technology companies in conflict zones, covering obligations under international humanitarian law, targeted sanctions programs, export controls, and potential complicity liability. The guidance notes that even indirect support—such as providing cloud services, surveillance tools, or communications infrastructure—can trigger regulatory scrutiny. Firms should conduct enhanced due diligence on end-users and geographic exposure, review contractual terms to address conflict-related risks, and monitor evolving enforcement priorities across multiple jurisdictions. Proactive compliance program adjustments are critical to mitigate both civil and criminal liability.

sanctions-complianceexport-controlsconflict-zonestech-regulationihl-compliance
Read the full dispatch →
10 — SECURITIES / CAPITAL MARKETS2
Arnold & Porter+ Expand
SEC Halts No-Action Letters for Shareholder Proposal Exclusions

Public companies and their counsel must now decide alone whether to exclude shareholder proposals under Rule 14a-8, as the SEC Division of Corporation Finance will no longer issue no-action letters for any exclusion basis, including the previously exempt Rule 14a-8(i)(1) category.

Effective immediately, the SEC’s Division of Corporation Finance has discontinued its practice of responding to no-action requests regarding the exclusion of shareholder proposals under Exchange Act Rule 14a-8. This ends a year-long pilot program that had already suspended responses for most exclusion bases except Rule 14a-8(i)(1). The Division received no requests under that narrow exception during the pilot period. Companies must still file required notices with the SEC and the proponent at least 80 days before the proxy filing, using the new online Shareholder Proposal Form, but will receive no staff guidance on whether the SEC would object to the exclusion. The Division of Investment Management is adopting a parallel approach for investment companies. In-house counsel and corporate secretaries should prepare to evaluate exclusion grounds without SEC staff input and ensure timely, proper notice filings.

sec-enforcementshareholder-proposalsproxy-accessrule-14a-8corporate-governance
Read the full dispatch →
Jones Day+ Expand
SEC Ends All Staff Review of Shareholder Proposal Exclusion Requests

Public companies can no longer obtain SEC staff confirmation before excluding shareholder proposals from proxy materials, shifting full legal responsibility to company counsel and boards.

The SEC Division of Corporation Finance has ceased responding to both no-action and no-objection requests under Rule 14a-8, ending decades of informal staff guidance on shareholder proposal exclusions. Companies must still file exclusion notices with the Commission at least 80 days before their definitive proxy statement, but the SEC will no longer provide any substantive or procedural feedback. The practical impact is limited because staff responses were never substantive endorsements, yet the change removes a long-standing safety valve. Companies must now independently assess exclusion risks, including potential litigation from proponents and reactions from proxy advisors and investors. Ongoing rulemaking on shareholder proposal modernization and Chair Atkins’s state-law preference signal further structural changes ahead.

rule-14a-8shareholder-proposalsproxy-seasonsec-staff-guidancecorporate-governance
Read the full dispatch →
11 — WHITE COLLAR / INVESTIGATIONS1
Mayer Brown+ Expand
DOJ Fraud Division Outlines Rapid Expansion, Five Priority Enforcement Areas

Corporate legal teams must track the DOJ’s newly formalized Fraud Division growth plan and its five designated priority areas, as the expanded enforcement footprint will directly shape corporate compliance and investigation risk profiles.

The U.S. Department of Justice has released a formal plan for its recently established Fraud Division, detailing a significant organizational expansion and the identification of five core priority enforcement areas. The plan signals a marked increase in the DOJ’s capacity and strategic focus on fraud-related investigations, with resources being directed toward specific, high-priority sectors. For in-house counsel, this development requires a reassessment of corporate compliance programs, internal investigation protocols, and risk mitigation strategies to account for the heightened enforcement attention in these targeted areas. Organizations operating in or adjacent to the division’s priority zones should proactively review their controls, training, and reporting mechanisms to address the elevated scrutiny.

doj-fraud-divisionenforcement-prioritiescorporate-compliancewhite-collar-investigationsfraud-risk
Read the full dispatch →
Also noted

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