Regulatory Playbook

Trending Issues

DOJ Announces Shift in Approach to Prosecuting Corporate Crime
05.16.2025

On May 12, 2025, the Criminal Division of the U.S. Department of Justice issued a Memorandum outlining its new approach to white-collar criminal enforcement under the second Trump administration. Observing that “overbroad and unchecked corporate and white-collar enforcement burdens U.S. business and harms U.S. interests,” the Memorandum represents a notable shift in the Department’s tone.

EDGAR Next Implements Significant System Updates
05.15.2025

Background On September 27, 2024, the Securities and Exchange Commission (SEC) adopted changes to the SEC’s Electronic Data Gathering, Analysis and Retrieval (EDGAR) system intended to modernize the EDGAR system by improving security measures, enhancing filers’ ability to manage their EDGAR accounts and more (collectively referred to as EDGAR Next). The new rules and form amendments became effective March 24, 2025, and will:
• amend Regulation S-T Rules 10 and 11, and Form ID; and

​• update the EDGAR Filer Manual.

847 Awaiting Takeoff: DCSA Issues Guidance on Expanded Scope of FOCI Assessments
05.13.2025

Section 847 of the National Defense Authorization Act for FY 2020 directs the Department of Defense (DoD) to move forward with proposing a new Defense Federal Acquisition Regulation Supplement (DFARS) rule that would expand the scope of companies subject to its foreign ownership, control, and influence (FOCI) evaluations. The anticipated DFARS rule would require bidders and subcontractors participating in DoD contracts valued at over $5 million, subject to certain exceptions, to disclose FOCI details during the bid or proposal stage and update those details when changes to their ownership structure that implicate FOCI concerns occur. Per guidance issued by the Defense Counterintelligence and Security Agency (DCSA), the rule is expected to be published within the next 12 to 18 months.

The “Big, Beautiful Bill” Starts to Come into Focus: U.S. Ways & Means Committee Releases Proposed 2025 Federal Income Tax Legislation
05.12.2025

On May 9, 2025, the House Ways & Means Committee released its initial draft of President Trump’s “big, beautiful bill.” The bill will set the stage for extending the tax cuts enacted in 2017 as part of President Trump’s first term. Many of the tax cuts contained in the Tax Cuts and Jobs Act (TCJA) reduced federal revenue so substantially that they were enacted with “sunsets”—they were set to expire at the end of 2025 so that the revenue cost could be limited. The Ways & Means version of the big, beautiful bill (with two subsection titles echoing the MAGA credo) is the first look at which provisions Congress and the President have determined to make permanent or otherwise change in the U.S. Tax Code.

USTR Section 301 Shipbuilding Reprised
05.09.2025

On April 17, 2025, the Office of the U.S. Trade Representative (USTR) published a Notice of Action and Proposed Action in its Section 301 investigation finalizing aspects of USTR’s responsive measures to China’s targeting for dominance of the maritime and shipbuilding industries. The Notice narrows the fees and service restrictions USTR proposed in March, as discussed in our previous article. Fees on Chinese-owned and operated vessels will start to take effect within 180 days, with incremental increases over three years. Meanwhile, in response to substantial comments, USTR delayed and limited the scope of its service restrictions on exports, starting with a requirement that one percent of all exports by vessel of liquified natural gas (LNG) be on U.S.-flagged and U.S.-operated vessels effective April 2028, and on U.S.-built, U.S.-flagged and U.S.-operated vessels starting in 2029.

Navigating Recent Government Contract Terminations—Key Considerations and Best Practices
05.09.2025

Contracting Officer’s Discretion and Legal Boundaries
The federal government possesses broad authority to terminate contracts for the government’s convenience under Federal Acquisition Regulation (FAR) 52.249-2. This rule, however, does not excuse bad faith or animus-driven terminations. It also does not mean that any government official can terminate a contract or a series of contracts for reasons of efficiency. The Court of Claims in Torncello v. United States, 681 F.2d 756 (Ct. Cl. 1982), emphasized that terminations must not be executed in bad faith or to secure a better deal elsewhere. Similarly, in Krygoski Construction Co. v. United States, 94 F.3d 1537 (Fed. Cir. 1996), the Federal Circuit held that terminations motivated by bad faith or abuse of discretion constitute a breach of contract. Of course, it is important to note that the discretion to terminate under FAR 52.249-2 belongs to the Contracting Officer and not the government more broadly.

Executive Order on Accreditation and Injunctions of Dear Colleague Letter Impact DEI in Higher Education
05.07.2025

On April 23, 2025, President Trump issued Executive Order 14279 (EO) directing the Secretary of Education (the “Secretary”) to “hold accountable” higher education accreditors that “engage in unlawful discrimination in accreditation-related activity under the guise of ‘diversity, equity, and inclusion’ initiatives.” Accreditation is a process where an independent accrediting agency evaluates a school or program to ensure it meets certain educational standards. The EO asserts that “accreditors have remained improperly focused on compelling adoption of discriminatory ideology, rather than on student outcomes” and sets out criteria for the Secretary to potentially remove recognition from accrediting bodies.

Navigating Tariff Developments in Government Contracting
05.07.2025

Recent shifts in U.S. trade policy, including the wide imposition of tariffs on imports from most trade partners, have introduced complexities for government contractors that most companies have either never considered or have not thought about in decades. These developments necessitate a thorough understanding of the Federal Acquisition Regulation (FAR) and the Defense Federal Acquisition Regulation Supplement (DFARS) clauses related to cost recovery, duties and taxes. Prudent government contractors are proactively assessing their contracts and supply chain obligations to mitigate potential financial impacts and maximize the opportunities to recover tariff impacts.

Global Capability Centers in 2025: Key Legal and Strategic Considerations
05.07.2025

Global Capability Centers (GCCs) have become strategic hubs for multinational corporations, financial institutions and other organizations because they can provide centralized control over high-value technology and back-office functions.

The Ironic Impact of FinCEN’s New CTA Regulations on New York’s LLC Transparency Act
05.05.2025

The NYS LLC Transparency Act (the “New York Act”) became law in January 2024 and takes effect on January 1, 2026. When in effect, it would require limited liability companies formed or qualified to do business in New York to report their beneficial ownership to a database to be created and administered by the New York Secretary of State.

Comparing Developments in U.S. and EU Strategies to Combat Forced Labor
05.01.2025

In recent years, a multinational focus on preventing forced labor within supply chains has shaped due diligence requirements for companies worldwide. Recent changes to global policies and potential shifts in enforcement appetite are set to reshape these requirements once again.

White House Directs Modernization of NEPA Permitting to Accelerate Environmental Reviews
04.29.2025

On April 15, 2025, via a Presidential Memorandum, the White House directed the Council on Environmental Quality (CEQ) to modernize federal permitting under the National Environmental Policy Act (NEPA) for critical infrastructure projects subject to federal approval, including power plants, mines, factories, roads and bridges. The Memorandum aims to expand the use of technology in order to achieve numerous efficiencies, such as elimination of paper-based processes and increased interagency coordination, in order to expedite the NEPA approval process.

President Trump Initiates Section 232 Investigations into Pharmaceuticals, Semiconductors, Critical Minerals and Trucks
04.25.2025

The Trump administration has intensified its America First Trade Policy initiatives by announcing three new investigations under Section 232 of the Trade Expansion Act of 1962 by the Department of Commerce. As foreshadowed in the administration’s Day 1 Executive Order, last week Commerce announced the initiation of investigations into whether imports of pharmaceuticals, semiconductors and critical minerals threatened to impair national security. And on April 23, 2025, Commerce announced the initiation of a fourth Section 232 investigation into imports of trucks. These follow previously announced and ongoing investigations into copper and lumber, as well as existing section 232 duties on steel, aluminum and light passenger vehicles.

Presidential Memo Directs Immediate Repeal of Regulations Without Public Notice and Comment
04.23.2025

Continuing with the Trump administration’s deregulatory agenda, the White House issued a Presidential Memorandum on April 9 titled Directing the Appeal of Unlawful Regulations. It instructs executive agencies to repeal regulations that, in the administration’s view, are “unlawful” in light of 10 recent U.S. Supreme Court decisions. The directive builds on Executive Order 14219 and the broader “Department of Government Efficiency” initiative and calls for a sweeping review and repeal process.

DOJ Releases Its Data Security Program Compliance Guide
04.23.2025

On January 8, 2025, the U.S. Department of Justice (DOJ) issued its final rule (28 C.F.R. Part 202) implementing former President Biden’s Executive Order 14117 (Order), “Preventing Access to Americans’ Bulk Sensitive Personal Data and United States Government-Related Data by Countries of Concern.” The Order and final rule create the Data Security Program (DSP), which provides for restrictions or prohibitions on access to U.S. government-related data and Americans’ bulk sensitive data by specified countries of concern or covered persons. The regulations largely took effect on April 8, 2025, but additional affirmative compliance requirements for U.S. persons will take effect on October 6, 2025.

State Climate Laws and Litigation Face Federal Pushback Under New Executive Order
04.18.2025

On April 8, 2025, President Trump issued Executive Order 14260, Protecting American Energy From State Overreach. Framed as part of the Administration’s broader strategy of unleashing American energy, the Order directs federal agencies to eliminate what it calls “illegitimate impediments” posed by state and local governments to the production, development and use of traditional energy resources—oil, natural gas, coal, hydropower, geothermal, biofuel, critical minerals and nuclear energy.

CTA Deadline Approaching for Foreign Reporting Companies
04.18.2025

The Corporate Transparency Act (CTA) was adopted by Congress in January 2021 and became effective on January 1, 2024. Under the CTA and the initial regulations implementing it, “reporting companies” (corporations, LLCs, limited partnerships, some trusts, and certain other entities formed or first registered (i.e., qualified) to do business in the United States, its states or territories) were required to file information as to their “beneficial owners” in a non-public database managed by the Financial Crimes Enforcement Network (FinCEN), part of the U.S. Department of the Treasury. Reporting companies created or (if foreign) first registered in or after 2024 were required to file starting January 1, 2024. Reporting companies created or (if foreign) first registered prior to January 1, 2024, were initially required to file starting January 1, 2025. The CTA and regulations exempt numerous entities from being reporting companies subject to the strictures of the CTA.

California SB 813 Proposes Landmark Safe Harbor for AI Development Through Certification
04.17.2025

California Senate Bill 813, authored by Senator Jerry McNerney, a former four-term member of the U.S. House of Representatives and author of the federal “AI in Government Act,” proposes the establishment of Multistakeholder Regulatory Organizations (MROs)—private entities which would be designated by the California Attorney General to certify the safety and compliance of AI models and applications. These certifications would serve not only as new governance benchmarks but also provide developers with a powerful affirmative defense against civil liability in certain legal claims.

The EU’s Cyber Resilience Act: New Cybersecurity Requirements for Connected Products and Software
04.15.2025

The EU has adopted Regulation (EU) 2024/2847 (Cyber Resilience Act or CRA), which introduces new cybersecurity requirements for connected products, software and their remote data processing solutions. The CRA entered into force on December 10, 2024, and its main obligations will apply from December 11, 2027. From this date, “products with digital elements” (including hardware, software and supporting services) that do not comply with the CRA’s requirements cannot be sold in the EU.

Supreme Court Issues New RICO Decision
04.14.2025

On April 2, 2025, the Supreme Court issued a decision in Medical Marijuana, Inc. v. Horn, resolving a circuit split as to whether a plaintiff may recover damages under RICO for business or property harm that derives from a personal injury.

Share Transfer Tripwire: Some Hidden Risks in Deed of Adherence Clauses
04.11.2025

Certain provisions commonly found in joint venture and shareholder documentation for early-stage and investment companies are so ubiquitous that they are often accepted without negotiation or full consideration of their wider implications. One such clause, frequently included in the articles of association of English early-stage companies, provides that if a person wishes to transfer shares to a party not already bound by the existing shareholders’ agreement (SHA), then the transferor must ensure that the transferee executes a deed of adherence agreeing to be bound by the SHA (Deed of Adherence) as a condition of the transfer.

U.S. Department of Justice Curtails “Regulation by Prosecution” in Digital Asset Enforcement
04.10.2025

What the New Policy Says
On April 7, 2025, Deputy Attorney General Todd Blanche issued a Memorandum titled, “Ending Regulation by Prosecution,” which outlines changes to the approach of the U.S. Department of Justice (DOJ) to digital assets and criminal enforcement. The stated goal of the Memorandum, which implements Executive Order 14178 (Strengthening American Leadership in Digital Financial Technology), is to effectuate President Trump’s directive that DOJ “end the regulatory weaponization against digital assets.”

Lashify v ITC: The Federal Circuit Redefines the Domestic Industry Requirement
04.08.2025

Complainant Lashify, Inc. appealed an adverse decision by the U.S. International Trade Commission (Commission) which found that Lashify failed to satisfy the economic prong of the domestic industry requirement with respect to three asserted patents. In the underlying investigation, the presiding Administrative Law Judge “excluded expenses relating to sales, marketing, warehousing, quality control, and distribution.” Lashify, Inc. v. Int'l Trade Comm'n, 130 F.4th 948, 955 (Fed. Cir. 2025). On review, the Commission majority agreed, reasoning that it “‘is well settled that sales and marketing activities alone cannot satisfy the domestic industry requirement’” and that “expenses relating to warehousing, quality control, and distribution … are akin to those incurred by mere importers.”

U.S. Department of Energy Reopens Funding Initiative for Gen III+ Small Modular Reactors with Key Modifications Reflecting Trump Administration Priorities
04.07.2025

On March 24, 2025, the U.S. Department of Energy (DOE) reopened its funding initiative for Generation III+ Small Modular Reactors (Gen III+ SMRs) with modifications aligned with the Trump administration’s policy priorities and energy policy objectives. The modified funding initiative focuses on regulatory streamlining, deregulation and the acceleration of energy infrastructure, while deprioritizing community-based initiatives. As part of this shift, DOE has removed requirements related to community engagement and workforce equity and clarified that award selection will be based solely on technical merit.

Trump Launches $1 Billion Plus Investment Fast Track with New Executive Order
04.04.2025

Against the backdrop of rising global competition and ongoing industrial policy debates, on March 31, 2025, President Trump signed Executive Order (EO) 14255, “Establishing the United States Investment Accelerator,” aimed at encouraging large-scale domestic and foreign investment.

The Battle Over Climate Superfund Laws: Legal Challenges in Vermont and New York
04.04.2025

States are increasingly turning to “Climate Superfund” laws as a potential mechanism to offset the growing costs of climate-related disaster recovery and the construction of more climate change-resilient infrastructure. These laws aim to hold select energy companies financially responsible for infrastructure resiliency investments and climate-related damages based on prior greenhouse gas (GHG) emissions. However, they raise significant constitutional questions, particularly concerning state authority over global and interstate climate issues and the retroactive imposition of liability for past, lawful activities. The first two states to enact such laws—Vermont and New York—are already defending them in court against challenges rooted in federal preemption and constitutional limitations.

President Trump Imposes Far-Reaching “Reciprocal” Tariffs, Implements Tariffs on Automobiles and Closes De Minimis Loophole for Chinese Imports
04.03.2025

On April 2, 2025, President Trump signed a sweeping Executive Order (EO) imposing tariffs designed to address what the Trump administration has characterized as persistent trade imbalances allegedly caused by unfair trade practices. Invoking the International Emergency Economic Powers Act (IEEPA), the Administration declared trade deficits a national emergency and is adopting tariffs based on its view of what would be required to drive the U.S. trade deficit in goods with each country to zero.