Regulatory Playbook

Trending Issues

Time Is Running Short to Update DFARS Covered Materials Clauses
10.21.2026

January 1, 2027, is less than three months away. On that date, Defense Federal Acquisition Regulation Supplement (DFARS) 252.225-7052 (MAY 2024) expands by its own terms, potentially making material in an organization’s stock compliant on December 31, 2026, and noncompliant one day later. A post-2026 delivery under an agreement containing that clause may be barred because of covered-country mining, refining or separation, even if the material was previously placed in inventory. Congress has changed the statutory upstream restriction to focus on the contract-award date, but contractors must still address any conflicting obligations in their existing agreements. There is a solution, however, that may delay impacts and give the supply chain more time to develop alternate sources for samarium-cobalt or neodymium-iron-boron magnets, tantalum, or tungsten, whose upstream supply chains involve a covered country.

Rite Claims, Wrong Court: Judge Tosses Trustee’s Breach of Duty Claims Against Former Rite Aid D&Os
10.21.2026

In a recent decision, U.S. Bankruptcy Judge Jerrold N. Poslusny, Jr. of the U.S. Bankruptcy Court for the District of New Jersey dismissed breach of fiduciary duty claims brought by Rite Aid Corporation’s post-confirmation litigation trustee against 23 former directors and officers for lack of subject matter jurisdiction. Judge Poslusny found that the confirmed plan’s retention of jurisdiction provisions were too general to establish the “close nexus” required for post-confirmation “related to” jurisdiction. (“[A]lthough the language in the Plan is explicit in listing breach of fiduciary claims, it lists such a broad range of potential claims as to essentially function as a blanket retention of jurisdiction over all potential claims”).

Indian Gaming and Prediction Markets: Tribal Amici Ask SCOTUS to Step In
10.19.2026

As we recently reported, New Jersey has petitioned the Supreme Court to review a Third Circuit decision holding that federal commodities law likely prevents the state from applying its gaming laws to Kalshi’s sports-event contracts.

White House Requires AI/Super Intelligence Incident Management
10.15.2026

In an exclusive statement provided to Axios, President Trump’s super intelligence (also known as artificial intelligence) task force has demanded that AI providers provide immediate disclosure and remediation of AI incidents. The requirement follows recent news regarding breaches or incidents caused by AI. In particular, Anthropic recently described models exploiting software flaws to run commands on a server, submitting sensitive forms to real websites, accessing gated data and circumventing tool restrictions during evaluations and internal use.

New Fraud Division Directive Prioritizes Corporate Enforcement in Key Policy Areas and Emphasizes Incentives for Early Self-Disclosure
10.12.2026

On October 1, the National Fraud Enforcement Division (NFED) of the Department of Justice (DOJ) issued Directive 26-12, describing how it will handle corporate fraud cases. NFED was created in January 2026 as part of President Trump’s Task Force to Eliminate Fraud, a whole-of-government effort chaired by Vice President Vance to “eliminate fraud, waste, and abuse within Federal benefit programs.” The Directive identifies the matters the Division will prioritize, gives its Corporate Enforcement Section a role throughout corporate investigations and specifies factors prosecutors must weigh heavily when considering charges and resolutions. It does not change DOJ’s existing corporate voluntary self-disclosure policy.

Financing Compute: Legal Risks and Opportunities in the Emerging GPU Asset Class
10.08.2026

The recent surge in data center financing has typically encompassed both physical data center facilities and the graphics processing unit (GPU) systems housed within them. However, the debt markets for AI infrastructure are beginning to move beyond this integrated model, and GPU systems are increasingly being financed separately from the longer-lived data center assets that support their operation. Recent transactions show that identified GPU systems can sit in dedicated financing subsidiaries supported by customer contracts and the cash flows associated with their deployment. For purposes of this alert, “GPU systems” means the GPU accelerators together with the servers or compute trays in which they are installed, related networking and other system-level hardware.

Newly Approved Amendments Put More Eyes on Proposition 65 Settlements
10.08.2026

Governor Newsom signed Assembly Bill (AB) 2577 into law on September 27, 2026, and the amendments are effective on January 1, 2027. According to the author of AB 2577, the bill was intended to strengthen judicial oversight over Proposition 65 settlements, which will both promote public trust in the law and continue to protect public health and the environment. Those practicing in the Proposition 65 space are aware that the Attorney General’s office has already been more closely scrutinizing proposed settlements.

Bipartisan Senate Permitting Bill Would Reshape Federal Environmental Review and Energy-Project Approvals
10.07.2026

On September 30, 2026, the chairs and ranking members of the Senate Environment and Public Works Committee and the Senate Energy and Natural Resources Committee introduced the Bipartisan American Affordability and Jobs Act of 2026 (the “Act”). It proposes changes affecting energy, transmission, mining and other infrastructure projects through amendments to the National Environmental Policy Act (NEPA), Clean Water Act (CWA), Endangered Species Act (ESA), National Historic Preservation Act (NHPA), Federal Power Act (FPA) and other project-specific permitting statutes. The provisions discussed below reflect the bill as introduced and may change during negotiations.

Governor Newsom Signs SB 690: Private CIPA “Pen-Register and Trap-and-Trace” Website-Tracking Suits Curtailed
10.05.2026

On September 30, 2026, Governor Newsom signed SB 690. Effective January 1, 2027, it eliminates private actions for website- and app-based pen-register and trap-and-trace claims under the California Invasion of Privacy Act (CIPA) while leaving other CIPA claims available to private plaintiffs and applying retroactively to certain pending cases. It also applies retroactively to certain pending claims filed before the law’s effective date.

Developments in Nonprofit and Association Law 2025–2026
10.02.2026

The following review offers associations and other nonprofit organizations a concise guide to significant cases and regulatory developments from the past year. What follows are practical summaries of developments affecting governance, tax exemption, constitutional rights, antitrust and competition, political activity and lobbying, employment and benefits, intellectual property, and administrative law—along with their potential implications for nonprofit operations and decision-making.

Enforcing Chinese Judgments in the United States: A Roundup of Recent Cases
10.02.2026

Holders of Chinese court judgments have long been told that enforcement in the United States is impractical: no bilateral judgment-recognition treaty, no federal statute generally governs recognition of foreign-country money judgment (recognition is governed by state enactments of the Uniform Foreign-Country Money Judgments Recognition Act (UFCMJRA)), no guarantee. Recent appellate decisions in New York and California confirm that Chinese money judgments can be recognized and enforced when the statutory requirements are met, but they also show that recognition is not automatic. The decisive issues are increasingly the creditor’s proof, the timing and form of the application, case-specific defenses, provisional relief and the location of collectible assets.

SEC Innovation Exemption for Tokenized NMS Stock
09.29.2026

The Securities and Exchange Commission (Commission) has created a temporary, conditional pathway for a specific type of on-chain secondary market in tokenized public stocks. The five-year Order permits qualifying Tokenized Securities Venues (TSVs) to operate permissioned automated market maker (AMM) liquidity pools for tokenized National Market System (NMS) stock without registering as national securities exchanges or as broker-dealers and without operating as alternative trading systems (ATSs). It also provides limited dealer relief for certain firms that supply proprietary liquidity to those pools.

IRS Releases New Guidance on Emissions Rate Determinations Under IRC Section 45Z
09.29.2026

On September 8, 2026, the IRS issued Notice 2026-53, providing new guidance on the determination of emissions rates for purposes of the clean fuel production credit (CFPC) under section 45Z of the Internal Revenue Code (IRC). Notice 2026-53 primarily covers three topics.

SEC Proposes Rescission of Rule 14a-8 and Proxy Solicitation Reforms
09.28.2026

On September 16, 2026, the U.S. Securities and Exchange Commission (SEC) issued two proposals that, taken together, would represent a substantial restructuring of the federal proxy and shareholder proposal framework. The first proposal (the Rule 14a-8 Proposal) would rescind Rule 14a-8 under the Securities Exchange Act of 1934 (Exchange Act), which sets forth the process under which qualifying shareholders may require companies to include certain shareholder proposals in company proxy materials. If enacted, the rescission of 14a-8 is expected to leave determinations regarding shareholder proposal rights principally to state law and company governing documents. The Rule 14a-8 Proposal also would amend Rule 14a-4 to expand the circumstances in which companies may exercise discretionary authority to vote proxies on shareholder proposals presented at a meeting but omitted from the company’s proxy card.

Indian Gaming and Prediction Markets: Circuit Split Raises the Stakes
09.24.2026

We have previously examined the rapid growth of prediction markets and burgeoning litigation. The basic dispute is straightforward: Prediction-market operators say their “event contracts” are federally regulated derivatives; states, Tribes and commercial casinos disagree, contending these contracts are simply sports bets by another name, and are subject to the same regulations as other forms of gaming.

Treasury and IRS Proposes New Rule on Racial Nondiscrimination: Impacts on Private Tax-Exempt Schools
09.23.2026

On September 4, 2026, the Department of the Treasury (Treasury) and Internal Revenue Service (IRS) published a proposed rule, Racial Nondiscrimination in Private Schools, that would codify and revise the federal tax-law nondiscrimination requirements for private schools currently operating under section 501(c)(3) of the Internal Revenue Code (“Tax Exempt Schools”). For purposes of the rule, the term “school” includes elementary, secondary, and post-secondary educational organizations. Section 501(c)(3) exempts from federal income tax organizations that are organized and operated exclusively for religious, charitable, educational, or other specified purposes, including qualifying private schools.

SBA Issues Guidance to Resume Processing 8(a) Program Applications and Prioritize Defense-Critical Firms
09.15.2026

On September 10, 2026, the Small Business Administration (SBA) announced new guidance implementing recent reforms to the 8(a) Business Development Program for individually owned firms. The guidance addresses three key areas: (1) the treatment of pending applications under the new social disadvantage standard; (2) the reinstatement of the “potential for success” review requirement; and (3) the prioritization of 8(a) applications from firms in defense-critical industries.

CARB Issues Proposed Climate Disclosure Regulations
09.11.2026

Over the past five weeks, the California Air Resources Board (CARB) has taken two important actions to further develop the state’s Corporate Greenhouse Gas Reporting and Climate Related Financial Risk Disclosure Programs.

Back to School for GovCon Sellers: Do Your Homework Before Going to Market
09.10.2026

As students head back to school this fall, government contractors considering a sale have some homework of their own. Companies serving federal customers, particularly in the defense, aerospace and technology sectors, continue to attract substantial interest from strategic buyers and investors alike. But government contractors also operate under contractual and regulatory requirements that can create unique issues in an M&A transaction. Those issues can affect valuation, deal structure, representations and warranties, closing conditions and transaction timing. For sellers, the best time to identify these issues is before buyers begin diligence.

The Hidden Risk in Crypto Terms of Business
09.01.2026

Cryptoassets are frequently described as decentralized and borderless. Crypto transactions can occur across a range of networks, unconstrained by geography and not controlled by traditional financial infrastructure. This characterization has driven the rapid growth and appeal of the sector, and the rules of the road are not always clear.

California Data Center Deal Puts New Large Loads on a Cost-Causation Track
09.01.2026

On August 28, 2026, California lawmakers announced a late-session compromise with Gov. Gavin Newsom’s participation on two bills addressing the electricity demands of data centers. The bills now head to the Governor’s desk for signature after passing both houses on August 31, 2026, the final day of the California legislative session. The package responds to ratepayer concerns over generation and grid-upgrade costs associated with data center development while avoiding a statewide moratorium on such development overall. The principal measures are Senate Bill (SB) 886, introduced by Senators Steve Padilla and Jerry McNerney, and Assembly Bill (AB) 2383, introduced by Assemblymember Rick Chavez Zbur. The final package requires the California Public Utilities Commission (CPUC) to create special rates and updated rules for data-center electricity use, including assigning qualifying data centers responsibility for grid upgrades triggered by their interconnection.

New Executive Order Targets Foreign-Produced Equipment Across the U.S. Bulk-Power System
08.28.2026

On August 26, 2026, President Trump signed Executive Order 14421, Declaring a National Emergency to Secure the United States Bulk-Power System (the Order). The Order invokes the International Emergency Economic Powers Act and the National Emergencies Act and revives—while materially expanding—the supply-chain security approach taken in Executive Order 13920 during President Trump’s first term.

Key Highlights from the CFIUS 2025 Annual Report
08.27.2026

On August 7, 2026, the Committee on Foreign Investment in the United States (CFIUS) published its 2025 Annual Report. Overall, filing volume increased, with 347 covered transactions reviewed compared to 325 the prior year. As with prior years, most transactions filed with CFIUS were cleared without mitigation.

SEC Proposes New Offering Framework for Certain Crypto Assets
08.27.2026

On August 18, 2026, the Securities and Exchange Commission (SEC) proposed Regulation Crypto Assets, a new regulatory framework for certain “covered investment contracts” involving crypto assets. “Covered investment contract” would be defined as an investment contract to which a crypto asset is subject, provided that the crypto asset itself is not a security. The proposal would create two new exemptions from Securities Act registration, establish tailored disclosure and reporting requirements, provide a conditional safe harbor addressing when a covered investment contract has ceased to exist and the underlying crypto asset would no longer be deemed to be subject to such covered investment contract for purposes of the definition of a “security” under the Securities Act and the Exchange Act, and preempt certain state securities registration and qualification requirements.

Don’t Forget the Stay: Federal Circuit Addresses Timing Requirement Under 28 U.S.C. § 1659(a)
08.27.2026

When a party is subject to parallel litigation before both the U.S. International Trade Commission (ITC) and a U.S. district court, it may be able to seek a mandatory stay. To obtain a mandatory stay in the district court, the same claims and issues must be involved in both actions, and the party must seek the stay within 30 days of being named as a respondent in the ITC proceeding or within 30 days of the district court action being filed, whichever is later. 28 U.S.C. § 1659(a).

Choosin’ Texas: U.S. Tax Court Bails Out “All Hat, No Cattle” Investor
08.24.2026

Ella Langley laments in her break-out song that she lost her boyfriend’s affection when a big-haired, two-steppin’ Texas gal waltzed in between them. While the charms of a Dallas blonde caused Ms. Langley’s beau to choose the lone star state over Tennessee, the bloom certainly came off the yellow rose in the get-rich-quick scheme addressed in Deutsch v. Comm’r. But as we’ll see, it still pays to be a good ol’ boy because in this memorandum decision rendered on August 14, 2026, the Tax Court put a right quick end to the taxpayer’s conniption about not being able to deduct his losses. The decision is important for two reasons: (1) the loss deduction was permitted even though the court could only speculate who absconded with the money and (2) losses incurred in investment schemes remain deductible even though many other itemized deductions have been repealed.

Texas Data Center Interconnections Face New Audit Gate After Governor Abbott Directive (UPDATE)
08.24.2026

On August 3, 2026, Governor Greg Abbott directed the Public Utility Commission of Texas (PUCT) and the Electric Reliability Council of Texas (ERCOT) to conduct a comprehensive verification and audit of data center projects advancing through ERCOT’s interconnection process before additional projects are approved to move forward. The directive states that projects failing to comply with applicable PUCT, ERCOT and state-law requirements must be denied connection to the Texas power grid.