DROPLETS
A new White House program will reportedly authorize private companies to conduct offensive cyber operations against foreign cybercrime groups, raising novel legal questions.
The White House has reportedly established a new program authorizing private-sector entities to conduct offensive cyber operations against foreign cybercrime groups. This marks a significant strategic shift from a purely defensive national posture, creating novel and complex legal questions for companies operating in critical sectors. The move raises immediate concerns regarding the scope of authorization under laws like the Computer Fraud and Abuse Act and the potential for civil or criminal liability when engaging in what is colloquially known as 'hacking back.' Sophisticated clients in the technology, finance, and defense industries must now evaluate the potential risks and strategic advantages of participating. Key considerations include the program's rules of engagement, the potential for escalating international incidents, and the scope of any safe harbor or immunity provisions offered by the government. Counsel should immediately seek to understand the program's enabling authority to advise on the profound operational and legal implications.
A Northern District of California judge ruled that Google's contracts expressly authorized discontinuing the free version of Google Apps, defeating a certified nationwide class on breach-of-contract and UCL claims.
Cooley secured summary judgment for Google in Rabin v. Google LLC, a class action filed in 2022 by users of the free edition of Google Apps after Google discontinued that tier. Although the court had certified a nationwide class in June 2025, Judge P. Casey Pitts adopted Google's reading of the agreements in full, holding that the promise to provide the free version was subject to an express right to terminate service to any user at any time and for any reason. The breach-of-contract claim therefore failed as a matter of law. The companion California Unfair Competition Law claim fell with it, because conduct expressly authorized by contract cannot be 'unfair' under the UCL, and the court also found the named plaintiff lacked standing to pursue a misrepresentation theory because he could not show reliance on any extra-contractual statements. The win is a clean, classwide termination of exposure on a certified theory, which matters to platform and SaaS clients litigating class actions over unilateral feature or service changes. Watch for any plaintiff's appeal to the Ninth Circuit and
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Arnold & Porter advised Brazil's largest private-sector bank on obtaining preliminary conditional OCC approval to establish a new US national bank, a meaningful step for cross-border banking expansion.
Brazilian banking giant Itaú Unibanco S.A., the largest private-sector lender in Brazil and the largest bank in Latin America by market capitalization, has obtained preliminary conditional approval from the Office of the Comptroller of the Currency to organize a new national bank in the United States. The approval is preliminary and conditional, meaning Itaú will still need to satisfy outstanding conditions before a final charter and insurance are granted, but the conditional green light is a significant milestone for any foreign banking organization entering the US market via a de novo national bank charter. Cross-border bank formations draw scrutiny on capital, liquidity, governance, AML, and resolution planning, and OCC conditional approvals are often viewed as a strong signal of regulatory comfort on those fronts. Counsel should watch for the final approval, the planned scope of activities (including whether the new entity will take FDIC-insured deposits), and any parallel applications such as Federal Reserve membership or state-licensed affiliates. The matter also illustrates co
…
Reversing a lower court in the long-running 'Bad Spaniels' dispute, the appellate court ruled that an offensive association alone is not enough to prove dilution and that brand owners must show a likelihood of actual reputational harm.
In the long-running dispute between Jack Daniel’s and the maker of the 'Bad Spaniels' dog toy, the Ninth Circuit has handed a significant victory to the parody product maker, VIP Products. The appellate court vacated a permanent injunction and directed entry of judgment for VIP on the distiller's trademark dilution-by-tarnishment claim. The decision, which follows a 2023 U.S. Supreme Court ruling in the same case, clarifies the standard for proving tarnishment. Sophisticated brand owners and their counsel should note the court's holding that an offensive or scatological association with a famous mark is not, by itself, sufficient evidence of tarnishment. Instead, the plaintiff must prove that the association is likely to actually harm the mark's reputation. Jack Daniel's expert testimony on general consumer attitudes was deemed insufficient. The ruling confirms that while parody is not a categorical defense when used as a source identifier, its nature as an obvious joke remains highly relevant to whether consumers are likely to think less of the original brand. Brand owners must now
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The Department of State has designated new entities and individuals alleged to support the Cuban regime, signaling an increased focus on key sectors like energy and finance.
The U.S. Department of State has expanded its Cuba sanctions program, designating new entities and individuals on July 23 and August 6, 2026. The actions, taken under the authority of Executive Order 14404 from May 2026, target alleged supporters of the Cuban regime operating in its energy, financial services, and defense sectors, as well as sanctions evasion networks. These designations signal the administration's increased willingness to use its expanded authorities to economically isolate Cuba.
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A federal court decision provides employers with a basis for excluding the value of restricted stock units from employees' regular rate of pay when calculating overtime.
A federal court has ruled that employers can exclude the value of restricted stock units (RSUs) from an employee's "regular rate of pay" for purposes of calculating overtime under the Fair Labor Standards Act (FLSA). This issue is a significant source of concern and potential liability for companies that use equity to compensate a broad base of employees.
Sophisticated counsel and clients care because the FLSA requires overtime to be paid at 1.5 times the regular rate, which must include all remuneration for employment, with limited exceptions. The inclusion of RSU value can substantially increase overtime costs and create administrative complexity in tracking and calculation. An incorrect calculation can expose employers to significant liability in class-action lawsuits for back pay, liquidated damages, and attorneys' fees.
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The Federal Communications Commission is aggressively adding foreign technologies to its 'Covered List,' raising questions about the future of the Commerce Department's own national security review.
The Federal Communications Commission has begun aggressively adding foreign-produced technologies, including power inverters and advanced robotics, to its 'Covered List,' effectively blocking them from the U.S. market on national security grounds. This new push contrasts with recent inaction from the Department of Commerce's Office of Information and Communications Technology and Services (OICTS), which had previously been the more active regulator in this space with actions against Kaspersky Lab and proposed rules for connected vehicles.
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An Aug. 12 presidential memorandum creates a framework letting vetted U.S. companies participate in government-directed offensive cyber operations against foreign criminal groups under DOJ/DHS contracts and oversight.
The National Security Presidential Memorandum, titled Expanding Capabilities to Combat Transnational Cyber-Enabled Crime, departs from the longstanding prohibition on private-sector offensive cyber activity under the Computer Fraud and Abuse Act, 18 U.S.C. § 1030. Rather than legalizing independent hack-back, the policy creates a narrow channel for vetted U.S. companies to propose targets and conduct cyber surveillance and disruption operations against approved foreign cyber-enabled transnational criminal organizations under federal contracts, written authorization, and continuing DOJ and DHS control. The National Coordination Center is directed to stand up the program within roughly 60 days. Participants must pass vetting, contract with DOJ or DHS, and meet significant compliance, reporting, and operational safeguards, including potential escrow or bonding obligations of at least $1 million. Companies considering involvement should weigh retaliation risk, contracting obligations, cross-border exposure, insurance coverage, governance demands, and possible False Claims Act liability.
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A final rule establishes the first major new DOJ component since 2006, centralizing prosecution of fraud against taxpayer-funded programs.
The U.S. Department of Justice on August 18 published a final rule officially establishing the National Fraud Enforcement Division, the first significant new DOJ component since the National Security Division was created in 2006. The rule, effective August 24, centralizes federal prosecution of fraud against taxpayer dollars and government-funded programs. This major reorganization signals a shift in the administration's criminal enforcement priorities. The new division now holds exclusive jurisdiction over criminal tax proceedings, formerly handled by the now-dissolved Tax Division, and health plan fraud. It will share concurrent jurisdiction with the DOJ's Criminal Division over many other criminal fraud offenses. For corporate counsel, this development reshapes the federal enforcement landscape. While the rule provides clarity on the division's formal mandate, it leaves open practical questions about how authority will be divided between the new unit, the Criminal Division, and U.S. Attorneys’ Offices. Companies and individuals should monitor early cases and policy statements from
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The SEC's Division of Corporation Finance announced it will no longer respond to no-action requests under Exchange Act Rule 14a-8, increasing uncertainty for companies seeking to omit shareholder proposals from proxy materials.
The SEC's Division of Corporation Finance has stated it will discontinue its long-standing practice of responding to Rule 14a-8 no-action requests. These requests allowed public companies to seek informal guidance from SEC staff on whether they could legally exclude a shareholder proposal from their proxy materials without risking an enforcement action. This change marks a significant shift in corporate governance practice, removing a key tool companies have relied on for decades to manage shareholder activism. Without this informal review process, companies and their boards face greater uncertainty and potential litigation risk when determining whether a proposal is excludable under SEC rules. The decision places a greater burden on corporate counsel to make these determinations independently. Affected companies must now reassess their approach to shareholder proposals. This may lead to increased direct engagement with proponents or a greater willingness to include proposals that might previously have been challenged through the no-action process. Counsel should monitor how market p
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Treasury's OFAC reaffirms recent Venezuela GLs and adds a new authorization tied to earthquake relief, signaling continued recalibration of oil, gas, mining, and financial-services pathways.
OFAC has reaffirmed a wave of 2026 Venezuela-related general licenses and issued a fresh license in response to recent earthquakes, layering humanitarian relief onto its broader recalibration of the Venezuela sanctions program. The active GLs include GL 46 (U.S.-established entities may purchase, export, and refine Venezuelan-origin crude), GL 47 (export of U.S.-origin diluents), GL 48 (goods, technology, and services for oil, gas, petrochemical, and electricity activity, though not new joint ventures), GL 49 (negotiation of contingent contracts subject to later OFAC approval), and GL 50B (named-company authorization for actual oil and gas operations, including Eni, Repsol, and Shell). GL 5X, effective August 4, 2026, authorizes transactions involving the PdVSA 2020 8.5% Bond previously blocked under EO 13835, with the effective-date split creating a compliance trap for pre-August dealings. Sophisticated counsel should map portfolio exposure to each license's entity, sector, and timing tests, monitor amendment activity, and confirm humanitarian-relief transactions fall within the new
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Treasury has put forward implementing regulations under the GENIUS Act, setting the first federal framework for the offer and sale of payment stablecoins in the United States.
Treasury's proposed rules translate the GENIUS Act's statutory framework into operational requirements for stablecoin issuers, intermediaries, and platforms handling the offer and sale of payment stablecoins. The package is expected to address registration and licensing pathways, reserve composition and attestation standards, redemption rights, anti-money laundering obligations, and disclosure requirements, though the specific contours should be confirmed against the published Federal Register text. Sophisticated issuers, banks exploring custody or issuance partnerships, exchanges, and tokenization platforms need to assess how the proposal interacts with existing BSA/AML, securities, and banking-supervisor expectations, and to prepare comments before the comment window closes. Counsel should also evaluate extraterritorial reach, permissible reserve assets, and any conflict with state regimes such as New York's BitLicense or money transmitter frameworks. Watch for the closing of the comment period, Treasury's response to industry feedback, and any parallel rulemaking from the OCC, FDI
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FinCEN's August 14, 2026 final rule ends CTA beneficial ownership reporting for U.S. persons and domestic entities, though the underlying statute remains in effect, leaving the door open to legislative or judicial reversal.
The Treasury's Financial Crimes Enforcement Network (FinCEN) on August 14, 2026, issued a final rule that effectively ends beneficial ownership information (BOI) reporting for all U.S. companies and persons under the Corporate Transparency Act (CTA). The rule also eliminates reporting for U.S.-person company applicants and exempts U.S. persons who previously obtained FinCEN IDs from further update obligations, while stating that previously reported data on U.S. persons will be deleted. This development provides immediate relief from a compliance regime widely criticized for cost and breadth since its 2024 implementation. However, counsel should advise caution. Foreign entities registered in the U.S. must still report foreign beneficial owners. More critically, Congress has not repealed the underlying CTA statute. Given the regime's history of constitutional challenges and prior rule reversals, this administrative change may not be the final chapter. Clients should monitor for potential legislative action or litigation that could reinstate or alter these requirements.
Shareholder proposal submissions dropped for a second year while exclusions ticked up after the SEC Staff ended substantive no-action responses and shifted to a notification framework under Rule 14a-8(j).
Gibson Dunn's review of the October 2025-July 2026 proxy season highlights two structural shifts counsel must brief boards and issuers on for 2027 planning. First, the SEC Staff stopped issuing substantive responses to most Rule 14a-8 no-action requests and moved to a new Rule 14a-8(j) notification process; the number of exclusion requests dropped sharply, but the percentage actually excluded edged higher, and excluded proposals increasingly ended up in court. Second, proposal volume fell across every ISS category except governance, with social, environmental, civic engagement, and executive compensation proposals down roughly a third or more, and anti-ESG proposals again averaging only about 1% support. With the Staff less engaged substantively, issuers and proponents face greater litigation risk over ordinary exclusion disputes, raising the stakes on board-level process, proponent engagement, and challenge strategies for the next cycle.
HM Treasury and the FCA have opened a coordinated consultation repealing the 2013 AIFM Regulations, replacing Annex IV with FRAME, and tiering UK managers by NAV, with implementation targeted for 2028.
On 14 July 2026, HM Treasury and the FCA published a coordinated package comprising a draft statutory instrument repealing the AIFM Regulations 2013, FCA Consultation Paper CP26/28 on the new UK AIFM regime, CP26/26 on the FRAME reporting framework, and CP26/27 on consolidating three remuneration codes into a single principles-based regime. The package would create a new Alternative Investment Funds sourcebook (ALTS) within the FCA Handbook and classify UK AIFMs into three tiers by aggregate NAV, with proportionality running through governance, reporting and remuneration requirements. Sophisticated counsel and clients care because the regime reaches well beyond classic UK AIFMs, capturing third-country managers using the UK National Private Placement Regime, MiFID portfolio managers, UCITS management companies and listed closed-ended vehicles, and because UK and EU requirements will increasingly diverge, forcing cross-border groups to run parallel compliance manuals, reporting processes and governance frameworks. FRAME is not a relabeling of Annex IV; it changes scope, thresholds, fr
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New Foreign Entity of Concern regulations are shifting supply-chain and ownership compliance into a core capital allocation issue for US battery energy storage system projects.
New US Foreign Entity of Concern (FEOC) regulations are fundamentally altering the financing landscape for battery energy storage system (BESS) projects. According to market analysis, what was previously a matter of regulatory compliance has now become a critical capital allocation issue, directly impacting the bankability of new developments in the rapidly expanding energy storage sector. Lenders and investors are increasingly wary of FEOC-related risks within a project's supply chain and ownership structure, making these elements central to due diligence and funding decisions. For sophisticated counsel and their developer clients, this shift means that securing project financing is now intrinsically linked to proving a clean bill of health on FEOC matters. In response, developers are proactively diversifying their supply chains away from restricted sources, redesigning corporate and project-level ownership, and embedding stronger protections in their commercial contracts. The key takeaway for market participants is to audit and de-risk these exposures early to ensure their projects
…
The Tenth Circuit issued a precedential reversal shielding AstraZeneca from liability under the PREP Act in a question of first impression, narrowing exposure for pandemic-era product defendants.
In a precedential opinion, the U.S. Court of Appeals for the Tenth Circuit reversed a district court and ruled for AstraZeneca in a case presenting a question of first impression about the scope of immunity under the Public Readiness and Emergency Preparedness (PREP) Act. The PREP Act, enacted to encourage the development and deployment of countermeasures during public health emergencies, provides broad immunity from suit for covered entities, with limited exceptions. The district court had declined to extend that protection to AstraZeneca in the underlying dispute; the Tenth Circuit reversed, reaffirming the statute's expansive reach. Sophisticated counsel should care because the decision signals that federal appellate courts are willing to construe PREP Act immunity broadly, reducing tort exposure for manufacturers of COVID-19-era vaccines, treatments, and diagnostics. Watch for plaintiffs to seek rehearing en banc, for other circuits to weigh in, and for downstream effects on pending PREP Act litigation across the pharmaceutical and life sciences industry.
The SEC's Division of Corporation Finance will no longer issue written responses to most no-action requests for omitting shareholder proposals under Rule 14a-8.
On August 14, 2026, the SEC's Division of Corporation Finance announced a significant change to its handling of shareholder proposals under Exchange Act Rule 14a-8. The Division will no longer provide written responses to most no-action requests from companies seeking to exclude these proposals from their proxy materials. For decades, companies have used this process to gain informal assurance from SEC staff that excluding a proposal would not trigger an enforcement action. Without this guidance, companies and their boards now face greater uncertainty and potential risk when determining whether a proposal can be legally omitted based on the rule's specific exceptions. This policy shift places a greater burden on corporate counsel to analyze and advise on the excludability of proposals without the traditional SEC staff backstop. The change may lead to companies including more shareholder proposals in their proxy statements to avoid potential litigation, and it will likely alter the dynamics of negotiations between issuers and activist shareholders.
A new EU-wide directive establishing a legal presumption of an employment relationship for gig-economy workers is nearing its implementation deadline, creating significant compliance challenges for digital labor platforms.
The EU's Platform Work Directive is a significant legislative development aimed at regulating the gig economy and enhancing worker protections. After a prolonged negotiation period, the directive is now approaching the deadline for member states to transpose it into their national laws. Its most consequential provision establishes a legal presumption of an employment relationship for platform workers when the digital platform they work for exercises a certain degree of control. This shifts the burden of proof to the platforms to demonstrate that their workers are genuinely self-employed, rather than requiring workers to prove they are employees.
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An analysis of the high-profile Sime Darby palm oil matter provides actionable guidance for companies on structuring human rights due diligence programs to mitigate forced labor risks.
An analysis of the high-profile Sime Darby palm oil forced labor matter provides key lessons for companies navigating supply chain due diligence. The case, which resulted in a U.S. Customs and Border Protection (CBP) finding and import ban under Section 307 of the Tariff Act of 1930, serves as a case study for the severe operational and reputational risks of inadequate human rights compliance. For sophisticated counsel and clients with global supply chains, the matter underscores the aggressive enforcement posture of U.S. authorities and the need for proactive, evidence-based diligence systems. The key takeaway is that companies must go beyond contractual assurances and implement robust mechanisms for supply-chain mapping, risk assessment, on-the-ground auditing, and timely remediation. Counsel should advise clients to review compliance programs in light of evolving standards to affirmatively demonstrate the absence of forced labor.
A new White House program will reportedly authorize private companies to conduct offensive cyber operations against foreign cybercrime groups, raising novel legal questions.
The White House has reportedly established a new program authorizing private-sector entities to conduct offensive cyber operations against foreign cybercrime groups. This marks a significant strategic shift from a purely defensive national posture, creating novel and complex legal questions for companies operating in critical sectors. The move raises immediate concerns regarding the scope of authorization under laws like the Computer Fraud and Abuse Act and the potential for civil or criminal liability when engaging in what is colloquially known as 'hacking back.' Sophisticated clients in the technology, finance, and defense industries must now evaluate the potential risks and strategic advantages of participating. Key considerations include the program's rules of engagement, the potential for escalating international incidents, and the scope of any safe harbor or immunity provisions offered by the government. Counsel should immediately seek to understand the program's enabling authority to advise on the profound operational and legal implications.
Arnold & Porter advised Brazil's largest private-sector bank on obtaining preliminary conditional OCC approval to establish a new US national bank, a meaningful step for cross-border banking expansion.
Brazilian banking giant Itaú Unibanco S.A., the largest private-sector lender in Brazil and the largest bank in Latin America by market capitalization, has obtained preliminary conditional approval from the Office of the Comptroller of the Currency to organize a new national bank in the United States. The approval is preliminary and conditional, meaning Itaú will still need to satisfy outstanding conditions before a final charter and insurance are granted, but the conditional green light is a significant milestone for any foreign banking organization entering the US market via a de novo national bank charter. Cross-border bank formations draw scrutiny on capital, liquidity, governance, AML, and resolution planning, and OCC conditional approvals are often viewed as a strong signal of regulatory comfort on those fronts. Counsel should watch for the final approval, the planned scope of activities (including whether the new entity will take FDIC-insured deposits), and any parallel applications such as Federal Reserve membership or state-licensed affiliates. The matter also illustrates co
…
A new White House program will reportedly authorize private companies to conduct offensive cyber operations against foreign cybercrime groups, raising novel legal questions.
The White House has reportedly established a new program authorizing private-sector entities to conduct offensive cyber operations against foreign cybercrime groups. This marks a significant strategic shift from a purely defensive national posture, creating novel and complex legal questions for companies operating in critical sectors. The move raises immediate concerns regarding the scope of authorization under laws like the Computer Fraud and Abuse Act and the potential for civil or criminal liability when engaging in what is colloquially known as 'hacking back.' Sophisticated clients in the technology, finance, and defense industries must now evaluate the potential risks and strategic advantages of participating. Key considerations include the program's rules of engagement, the potential for escalating international incidents, and the scope of any safe harbor or immunity provisions offered by the government. Counsel should immediately seek to understand the program's enabling authority to advise on the profound operational and legal implications.
An Aug. 12 presidential memorandum creates a framework letting vetted U.S. companies participate in government-directed offensive cyber operations against foreign criminal groups under DOJ/DHS contracts and oversight.
The National Security Presidential Memorandum, titled Expanding Capabilities to Combat Transnational Cyber-Enabled Crime, departs from the longstanding prohibition on private-sector offensive cyber activity under the Computer Fraud and Abuse Act, 18 U.S.C. § 1030. Rather than legalizing independent hack-back, the policy creates a narrow channel for vetted U.S. companies to propose targets and conduct cyber surveillance and disruption operations against approved foreign cyber-enabled transnational criminal organizations under federal contracts, written authorization, and continuing DOJ and DHS control. The National Coordination Center is directed to stand up the program within roughly 60 days. Participants must pass vetting, contract with DOJ or DHS, and meet significant compliance, reporting, and operational safeguards, including potential escrow or bonding obligations of at least $1 million. Companies considering involvement should weigh retaliation risk, contracting obligations, cross-border exposure, insurance coverage, governance demands, and possible False Claims Act liability.
…
A federal court decision provides employers with a basis for excluding the value of restricted stock units from employees' regular rate of pay when calculating overtime.
A federal court has ruled that employers can exclude the value of restricted stock units (RSUs) from an employee's "regular rate of pay" for purposes of calculating overtime under the Fair Labor Standards Act (FLSA). This issue is a significant source of concern and potential liability for companies that use equity to compensate a broad base of employees.
Sophisticated counsel and clients care because the FLSA requires overtime to be paid at 1.5 times the regular rate, which must include all remuneration for employment, with limited exceptions. The inclusion of RSU value can substantially increase overtime costs and create administrative complexity in tracking and calculation. An incorrect calculation can expose employers to significant liability in class-action lawsuits for back pay, liquidated damages, and attorneys' fees.
…
A new EU-wide directive establishing a legal presumption of an employment relationship for gig-economy workers is nearing its implementation deadline, creating significant compliance challenges for digital labor platforms.
The EU's Platform Work Directive is a significant legislative development aimed at regulating the gig economy and enhancing worker protections. After a prolonged negotiation period, the directive is now approaching the deadline for member states to transpose it into their national laws. Its most consequential provision establishes a legal presumption of an employment relationship for platform workers when the digital platform they work for exercises a certain degree of control. This shifts the burden of proof to the platforms to demonstrate that their workers are genuinely self-employed, rather than requiring workers to prove they are employees.
…
New Foreign Entity of Concern regulations are shifting supply-chain and ownership compliance into a core capital allocation issue for US battery energy storage system projects.
New US Foreign Entity of Concern (FEOC) regulations are fundamentally altering the financing landscape for battery energy storage system (BESS) projects. According to market analysis, what was previously a matter of regulatory compliance has now become a critical capital allocation issue, directly impacting the bankability of new developments in the rapidly expanding energy storage sector. Lenders and investors are increasingly wary of FEOC-related risks within a project's supply chain and ownership structure, making these elements central to due diligence and funding decisions. For sophisticated counsel and their developer clients, this shift means that securing project financing is now intrinsically linked to proving a clean bill of health on FEOC matters. In response, developers are proactively diversifying their supply chains away from restricted sources, redesigning corporate and project-level ownership, and embedding stronger protections in their commercial contracts. The key takeaway for market participants is to audit and de-risk these exposures early to ensure their projects
…
FinCEN's August 14, 2026 final rule ends CTA beneficial ownership reporting for U.S. persons and domestic entities, though the underlying statute remains in effect, leaving the door open to legislative or judicial reversal.
The Treasury's Financial Crimes Enforcement Network (FinCEN) on August 14, 2026, issued a final rule that effectively ends beneficial ownership information (BOI) reporting for all U.S. companies and persons under the Corporate Transparency Act (CTA). The rule also eliminates reporting for U.S.-person company applicants and exempts U.S. persons who previously obtained FinCEN IDs from further update obligations, while stating that previously reported data on U.S. persons will be deleted. This development provides immediate relief from a compliance regime widely criticized for cost and breadth since its 2024 implementation. However, counsel should advise caution. Foreign entities registered in the U.S. must still report foreign beneficial owners. More critically, Congress has not repealed the underlying CTA statute. Given the regime's history of constitutional challenges and prior rule reversals, this administrative change may not be the final chapter. Clients should monitor for potential legislative action or litigation that could reinstate or alter these requirements.
HM Treasury and the FCA have opened a coordinated consultation repealing the 2013 AIFM Regulations, replacing Annex IV with FRAME, and tiering UK managers by NAV, with implementation targeted for 2028.
On 14 July 2026, HM Treasury and the FCA published a coordinated package comprising a draft statutory instrument repealing the AIFM Regulations 2013, FCA Consultation Paper CP26/28 on the new UK AIFM regime, CP26/26 on the FRAME reporting framework, and CP26/27 on consolidating three remuneration codes into a single principles-based regime. The package would create a new Alternative Investment Funds sourcebook (ALTS) within the FCA Handbook and classify UK AIFMs into three tiers by aggregate NAV, with proportionality running through governance, reporting and remuneration requirements. Sophisticated counsel and clients care because the regime reaches well beyond classic UK AIFMs, capturing third-country managers using the UK National Private Placement Regime, MiFID portfolio managers, UCITS management companies and listed closed-ended vehicles, and because UK and EU requirements will increasingly diverge, forcing cross-border groups to run parallel compliance manuals, reporting processes and governance frameworks. FRAME is not a relabeling of Annex IV; it changes scope, thresholds, fr
…
Treasury has put forward implementing regulations under the GENIUS Act, setting the first federal framework for the offer and sale of payment stablecoins in the United States.
Treasury's proposed rules translate the GENIUS Act's statutory framework into operational requirements for stablecoin issuers, intermediaries, and platforms handling the offer and sale of payment stablecoins. The package is expected to address registration and licensing pathways, reserve composition and attestation standards, redemption rights, anti-money laundering obligations, and disclosure requirements, though the specific contours should be confirmed against the published Federal Register text. Sophisticated issuers, banks exploring custody or issuance partnerships, exchanges, and tokenization platforms need to assess how the proposal interacts with existing BSA/AML, securities, and banking-supervisor expectations, and to prepare comments before the comment window closes. Counsel should also evaluate extraterritorial reach, permissible reserve assets, and any conflict with state regimes such as New York's BitLicense or money transmitter frameworks. Watch for the closing of the comment period, Treasury's response to industry feedback, and any parallel rulemaking from the OCC, FDI
…
An analysis of the high-profile Sime Darby palm oil matter provides actionable guidance for companies on structuring human rights due diligence programs to mitigate forced labor risks.
An analysis of the high-profile Sime Darby palm oil forced labor matter provides key lessons for companies navigating supply chain due diligence. The case, which resulted in a U.S. Customs and Border Protection (CBP) finding and import ban under Section 307 of the Tariff Act of 1930, serves as a case study for the severe operational and reputational risks of inadequate human rights compliance. For sophisticated counsel and clients with global supply chains, the matter underscores the aggressive enforcement posture of U.S. authorities and the need for proactive, evidence-based diligence systems. The key takeaway is that companies must go beyond contractual assurances and implement robust mechanisms for supply-chain mapping, risk assessment, on-the-ground auditing, and timely remediation. Counsel should advise clients to review compliance programs in light of evolving standards to affirmatively demonstrate the absence of forced labor.
Reversing a lower court in the long-running 'Bad Spaniels' dispute, the appellate court ruled that an offensive association alone is not enough to prove dilution and that brand owners must show a likelihood of actual reputational harm.
In the long-running dispute between Jack Daniel’s and the maker of the 'Bad Spaniels' dog toy, the Ninth Circuit has handed a significant victory to the parody product maker, VIP Products. The appellate court vacated a permanent injunction and directed entry of judgment for VIP on the distiller's trademark dilution-by-tarnishment claim. The decision, which follows a 2023 U.S. Supreme Court ruling in the same case, clarifies the standard for proving tarnishment. Sophisticated brand owners and their counsel should note the court's holding that an offensive or scatological association with a famous mark is not, by itself, sufficient evidence of tarnishment. Instead, the plaintiff must prove that the association is likely to actually harm the mark's reputation. Jack Daniel's expert testimony on general consumer attitudes was deemed insufficient. The ruling confirms that while parody is not a categorical defense when used as a source identifier, its nature as an obvious joke remains highly relevant to whether consumers are likely to think less of the original brand. Brand owners must now
…
The Tenth Circuit issued a precedential reversal shielding AstraZeneca from liability under the PREP Act in a question of first impression, narrowing exposure for pandemic-era product defendants.
In a precedential opinion, the U.S. Court of Appeals for the Tenth Circuit reversed a district court and ruled for AstraZeneca in a case presenting a question of first impression about the scope of immunity under the Public Readiness and Emergency Preparedness (PREP) Act. The PREP Act, enacted to encourage the development and deployment of countermeasures during public health emergencies, provides broad immunity from suit for covered entities, with limited exceptions. The district court had declined to extend that protection to AstraZeneca in the underlying dispute; the Tenth Circuit reversed, reaffirming the statute's expansive reach. Sophisticated counsel should care because the decision signals that federal appellate courts are willing to construe PREP Act immunity broadly, reducing tort exposure for manufacturers of COVID-19-era vaccines, treatments, and diagnostics. Watch for plaintiffs to seek rehearing en banc, for other circuits to weigh in, and for downstream effects on pending PREP Act litigation across the pharmaceutical and life sciences industry.
A Northern District of California judge ruled that Google's contracts expressly authorized discontinuing the free version of Google Apps, defeating a certified nationwide class on breach-of-contract and UCL claims.
Cooley secured summary judgment for Google in Rabin v. Google LLC, a class action filed in 2022 by users of the free edition of Google Apps after Google discontinued that tier. Although the court had certified a nationwide class in June 2025, Judge P. Casey Pitts adopted Google's reading of the agreements in full, holding that the promise to provide the free version was subject to an express right to terminate service to any user at any time and for any reason. The breach-of-contract claim therefore failed as a matter of law. The companion California Unfair Competition Law claim fell with it, because conduct expressly authorized by contract cannot be 'unfair' under the UCL, and the court also found the named plaintiff lacked standing to pursue a misrepresentation theory because he could not show reliance on any extra-contractual statements. The win is a clean, classwide termination of exposure on a certified theory, which matters to platform and SaaS clients litigating class actions over unilateral feature or service changes. Watch for any plaintiff's appeal to the Ninth Circuit and
…
The Federal Communications Commission is aggressively adding foreign technologies to its 'Covered List,' raising questions about the future of the Commerce Department's own national security review.
The Federal Communications Commission has begun aggressively adding foreign-produced technologies, including power inverters and advanced robotics, to its 'Covered List,' effectively blocking them from the U.S. market on national security grounds. This new push contrasts with recent inaction from the Department of Commerce's Office of Information and Communications Technology and Services (OICTS), which had previously been the more active regulator in this space with actions against Kaspersky Lab and proposed rules for connected vehicles.
…
The Department of State has designated new entities and individuals alleged to support the Cuban regime, signaling an increased focus on key sectors like energy and finance.
The U.S. Department of State has expanded its Cuba sanctions program, designating new entities and individuals on July 23 and August 6, 2026. The actions, taken under the authority of Executive Order 14404 from May 2026, target alleged supporters of the Cuban regime operating in its energy, financial services, and defense sectors, as well as sanctions evasion networks. These designations signal the administration's increased willingness to use its expanded authorities to economically isolate Cuba.
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Treasury's OFAC reaffirms recent Venezuela GLs and adds a new authorization tied to earthquake relief, signaling continued recalibration of oil, gas, mining, and financial-services pathways.
OFAC has reaffirmed a wave of 2026 Venezuela-related general licenses and issued a fresh license in response to recent earthquakes, layering humanitarian relief onto its broader recalibration of the Venezuela sanctions program. The active GLs include GL 46 (U.S.-established entities may purchase, export, and refine Venezuelan-origin crude), GL 47 (export of U.S.-origin diluents), GL 48 (goods, technology, and services for oil, gas, petrochemical, and electricity activity, though not new joint ventures), GL 49 (negotiation of contingent contracts subject to later OFAC approval), and GL 50B (named-company authorization for actual oil and gas operations, including Eni, Repsol, and Shell). GL 5X, effective August 4, 2026, authorizes transactions involving the PdVSA 2020 8.5% Bond previously blocked under EO 13835, with the effective-date split creating a compliance trap for pre-August dealings. Sophisticated counsel should map portfolio exposure to each license's entity, sector, and timing tests, monitor amendment activity, and confirm humanitarian-relief transactions fall within the new
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The SEC's Division of Corporation Finance announced it will no longer respond to no-action requests under Exchange Act Rule 14a-8, increasing uncertainty for companies seeking to omit shareholder proposals from proxy materials.
The SEC's Division of Corporation Finance has stated it will discontinue its long-standing practice of responding to Rule 14a-8 no-action requests. These requests allowed public companies to seek informal guidance from SEC staff on whether they could legally exclude a shareholder proposal from their proxy materials without risking an enforcement action. This change marks a significant shift in corporate governance practice, removing a key tool companies have relied on for decades to manage shareholder activism. Without this informal review process, companies and their boards face greater uncertainty and potential litigation risk when determining whether a proposal is excludable under SEC rules. The decision places a greater burden on corporate counsel to make these determinations independently. Affected companies must now reassess their approach to shareholder proposals. This may lead to increased direct engagement with proponents or a greater willingness to include proposals that might previously have been challenged through the no-action process. Counsel should monitor how market p
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Shareholder proposal submissions dropped for a second year while exclusions ticked up after the SEC Staff ended substantive no-action responses and shifted to a notification framework under Rule 14a-8(j).
Gibson Dunn's review of the October 2025-July 2026 proxy season highlights two structural shifts counsel must brief boards and issuers on for 2027 planning. First, the SEC Staff stopped issuing substantive responses to most Rule 14a-8 no-action requests and moved to a new Rule 14a-8(j) notification process; the number of exclusion requests dropped sharply, but the percentage actually excluded edged higher, and excluded proposals increasingly ended up in court. Second, proposal volume fell across every ISS category except governance, with social, environmental, civic engagement, and executive compensation proposals down roughly a third or more, and anti-ESG proposals again averaging only about 1% support. With the Staff less engaged substantively, issuers and proponents face greater litigation risk over ordinary exclusion disputes, raising the stakes on board-level process, proponent engagement, and challenge strategies for the next cycle.
The SEC's Division of Corporation Finance will no longer issue written responses to most no-action requests for omitting shareholder proposals under Rule 14a-8.
On August 14, 2026, the SEC's Division of Corporation Finance announced a significant change to its handling of shareholder proposals under Exchange Act Rule 14a-8. The Division will no longer provide written responses to most no-action requests from companies seeking to exclude these proposals from their proxy materials. For decades, companies have used this process to gain informal assurance from SEC staff that excluding a proposal would not trigger an enforcement action. Without this guidance, companies and their boards now face greater uncertainty and potential risk when determining whether a proposal can be legally omitted based on the rule's specific exceptions. This policy shift places a greater burden on corporate counsel to analyze and advise on the excludability of proposals without the traditional SEC staff backstop. The change may lead to companies including more shareholder proposals in their proxy statements to avoid potential litigation, and it will likely alter the dynamics of negotiations between issuers and activist shareholders.
A final rule establishes the first major new DOJ component since 2006, centralizing prosecution of fraud against taxpayer-funded programs.
The U.S. Department of Justice on August 18 published a final rule officially establishing the National Fraud Enforcement Division, the first significant new DOJ component since the National Security Division was created in 2006. The rule, effective August 24, centralizes federal prosecution of fraud against taxpayer dollars and government-funded programs. This major reorganization signals a shift in the administration's criminal enforcement priorities. The new division now holds exclusive jurisdiction over criminal tax proceedings, formerly handled by the now-dissolved Tax Division, and health plan fraud. It will share concurrent jurisdiction with the DOJ's Criminal Division over many other criminal fraud offenses. For corporate counsel, this development reshapes the federal enforcement landscape. While the rule provides clarity on the division's formal mandate, it leaves open practical questions about how authority will be divided between the new unit, the Criminal Division, and U.S. Attorneys’ Offices. Companies and individuals should monitor early cases and policy statements from
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Grade 3 — worth a glance, not the full analysis.
- Germany Considers Lower Severance for High Earners
A German government coalition committee has adopted a reform package that could reduce severance payments for high-earning employees upon termination.
- DOJ Fraud Division Unveils Growth Plan With Five Priority Areas
The DOJ's newly established Fraud Division has announced plans to rapidly expand its operations and identified five priority areas for enforcement, signaling increased scrutiny in corporate fraud matters.
- FCC Updates Covered List for Foreign-Produced Power Inverters
The FCC has issued updates to its covered list entry concerning foreign-produced power inverters, expanding regulatory scrutiny on telecommunications equipment deemed posing national security risks.
- US, Switzerland Update Russia Sanctions
OFAC issued General License 131I for Lukoil transactions while Switzerland adopted the EU's 20th Russia sanctions package.
- Treasury Expands Section 45Q Subpart RR Safe Harbor
Treasury has expanded and extended the safe harbor provisions under Section 45Q carbon oxide sequestration tax credit rules, providing taxpayers additional time to comply with Subpart RR requirements.
- New York Proposes New Rules for BNPL Lenders
New York regulators have proposed rules for 'buy now, pay later' (BNPL) financing that would establish a dedicated licensing and consumer protection framework for providers operating in the state.
- EU, Brazil Advance Methane Rules for Oil & Gas Sector
The European Commission has issued new recommendations while Brazil advances its own regulatory agenda to curb methane emissions from oil and gas operations.
- Congress returns with tight calendar, unresolved funding and defense bills
Fall session faces compressed schedule, expiring FY26 funding, stalled NDAA, lapsed surveillance authorities, and election-year partisan friction.
- Ontario Court of Appeal RSU Ruling Reaches Equity Plan Termination Clauses
An Ontario appellate decision on RSU treatment in a wrongful dismissal claim signals new enforceability risks for termination provisions in employer equity compensation plans.
- FDA Seeks Comment on Proposed PDUFA VIII Commitment Letter
FDA opened a public docket on the proposed PDUFA VIII commitment letter covering FY2028-FY2032, with a hybrid meeting September 16 and comments due October 16, 2026.
- Treasury Launches Consolidated CFIUS Website With New Guidance Tools
The Department of the Treasury has launched a redesigned CFIUS.gov consolidating prior guidance and adding new materials to help practitioners navigate foreign investment review.
- Mayer Brown UK Sanctions Update Covers Weeks of August 3 and 10, 2026
Mayer Brown publishes its biweekly UK sanctions roundup covering designations, OFSI updates, and regulatory developments from the first half of August 2026.
- Trump Administration Establishes New National Space Transportation Policy
New executive order expands commercial and government space transportation capabilities, directs launch infrastructure development, and revokes the 2013 policy.
- Section 409(p) Anti-Abuse Rules for S Corp ESOPs
S corporation ESOPs face severe Section 409(p) penalties—50% excise tax, deemed distributions, loss of tax-qualified status, and S corp election termination—for noncompliance.
- Seventh Circuit Limits BIPA to Data Leaving the User’s Device
The Seventh Circuit held that Illinois’s Biometric Information Privacy Act does not reach biometric data that remains on a user’s device, narrowing the statute’s scope.
- First Amendment Likely Shields Political Prediction Markets
A Troutman Pepper Locke analysis argues federal and state bans on election-outcome contracts would face serious First Amendment hurdles as speech, not mere conduct.
- FCC Proposes Expanded Covered List Rules Requiring Component Disclosure
The FCC's latest rulemaking proposes requiring hardware and software bills of materials for all equipment authorization applicants and blocking any device with Covered List components.
- UK ICO AI Code of Practice Imposes New Governance Duties
The UK ICO is developing a statutory Code of Practice on AI and automated decision-making that will shape organizational AI governance, human oversight, vendor management, and documentation for businesses using personal data.
- Tariff-Transfer Pricing Trap Risks Customs Problems
Companies reacting to tariff costs with transfer pricing adjustments may create hidden customs enforcement exposure that surfaces years later.
- CFTC Proposes Dropping SEF Order Book Rule, Opens Compute-Derivatives Comment
The CFTC issued multiple August actions: a proposal to eliminate the SEF order-book requirement for permitted transactions, a compute-derivatives comment request, and new consent orders against former Alameda/FTX executives.
- US Suspends 50% Canadian Tariffs for Three Days
President Trump suspended additional ad valorem duties of up to 50% on Canadian imports under Section 338, shifting the effective date from August 19 to August 22, 2026, covering alcoholic beverages, dairy, and motor vehicles sectors.
- Illinois Adds Menopause Protections to Human Rights Act
Illinois employers with one or more employees must comply with new workplace protections for menopause-related conditions effective January 1, 2027.
- Slate Medicines to merge with Fulcrum in all-stock reverse merger, $245M concurrent PIPE
Cooley advised Slate Medicines on an all-stock reverse merger with Fulcrum Therapeutics, combining under the name Slate Medicines (Nasdaq: SLTE) and raising $245M via an oversubscribed private placement.
- Illinois Limits Driver's License Requirements in Job Postings
Illinois HB4758, effective January 1, 2027, restricts covered employers from requiring a driver's license in job postings unless driving is an essential job function.
- 9th Circuit widens arbitration circuit split
The 9th Circuit's latest arbitration ruling deepens a split with the 2nd Circuit's 2011 decision, prompting speculation about whether the Supreme Court will intervene.
- Treasury Opens Comment Period on GENIUS Act Stablecoin Rule
Treasury issued a notice of proposed rulemaking on August 17, 2026, seeking public comment on its implementation of Section 3 of the GENIUS Act, the landmark stablecoin legislation.
- Applying Privilege Doctrines to Modern Communications Tech
A new guide examines how to preserve attorney-client privilege and work-product protection when using modern collaboration and communication tools.
- AI Likeness Rights Demand Contract Updates
Companies using individuals' images, recordings or performances should review "edit," "reuse" and "derivative works" language as legislatures, regulators, platforms, unions and courts reshape AI-era likeness rights.
- Fourth CRA Overhaul in a Decade: FDIC and OCC Propose New Rules
The FDIC and OCC have issued a joint proposed rule to amend Community Reinvestment Act regulations, marking the fourth significant rulemaking effort in under ten years.