By Jodi Avergun

Senior Counsel | White Collar Defense and Investigations

By Christian Larson

Special Counsel | Global Litigation

By Keyes Gilmer

Associate | Global Litigation

On December 3, 2024, the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction in Texas Top Cop Shop, Inc., et al. v. Garland, enjoining the federal government from enforcing the Corporate Transparency Act (CTA), its implementing regulations, and its reporting deadlines, and finding that Congress exceeded its authority in enacting the law.

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By Adam Magid

Partner | Global Litigation

Section 220 of the Delaware General Corporation Law permits stockholders to inspect the books and records of a Delaware corporation for any “proper purpose”—that is, a purpose “reasonably related to such person’s interest as a stockholder.”  Delaware courts long have held that a desire to investigate wrongdoing by corporate fiduciaries is a proper purpose, so long as a “credible basis” exists to suspect that wrongdoing has occurred.  But can a stockholder’s investigative purpose be so broad and wide-ranging that it is facially improper, even if the requisite “credible basis” has been established?

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By William Mills

Partner | Corporate

By Christal McCamy

Associate | Corporate

By Olivia Maraj

Law Clerk | Corporate

On December 11, 2024, in Alliance for Fair Board Recruitment v. SEC, the US Court of Appeals for the Fifth Circuit ruled in a 9-8 vote that the Securities and Exchange Commission’s (SEC) adoption of the Nasdaq board diversity rules (which aimed to increase the representation of women and minorities on boards of directors for publicly-traded companies) exceeded the commission’s statutory powers.

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By Bilal Sayyed

Counsel | Antitrust

Recent U.S. Department of Justice guidance has reinforced the importance of corporations to develop a culture of compliance, including improving and evaluating its current efforts. Antitrust continues to be a critical program component, and there are key issues corporations and their compliance officers should consider.

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By Erin Ward

Law Clerk | Corporate

By Peter Bariso

Special Counsel | Corporate

Recent Delaware Court of Chancery decisions further the view that reliance on integration clauses alone will likely be inadequate in the face of alleged verbal assurances regarding post-closing actions, especially when the claims are not directly contradictory to the representations made in the purchase agreement.

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