The meeting’s focus suggests the Multistate Tax Commission intends to address special industry regulations before general sourcing regulations.

As of January 1, 2023, California will require most employers to disclose “pay scale” information in job postings. SB 1162 also imposes a host of new reporting and pay transparency requirements for larger employers, including filing annual pay data reports beginning in May 2023.

California Government Code Section 84308, commonly referred to as the “Levine Act,” was enacted in 1982 to curb pay-to-play practices. Under the existing law, a party seeking a license, permit or other entitlement for use may not contribute more than $250 to an officer of the relevant agency while the proceeding is pending and for three months following a decision. Additionally, an officer of an agency must recuse him or herself from a decision involving a license, permit or other entitlement for use if the officer has received a contribution of more than $250 from a party, participant or his or her agent within the preceding 12 months.

Especially in an election year, due diligence in corporate mergers and acquisitions is incomplete without reviewing political law compliance.

Term SOFR emerges as the new market standard for aviation financing and leasing transactions.

In late September, the Federal Communications Commission (FCC or Commission) took a significant step toward reducing the amount of scam and spam text messages Americans receive on their mobile devices. In a wide-ranging Notice of Proposed Rulemaking (NPRM or Notice), the FCC seeks comment on dozens of questions, ideas and tentative conclusions that will, if the agency decides to move forward, inform rule changes affecting how wireless carriers must deal with malicious robotexts.

The September 2022 launch of this public-private partnership is the first step toward realizing the Biden Administration’s bold decadal vision for commercial fusion energy.

On September 16, 2022, the Department of Homeland Security (DHS) announced a Notice of Funding Opportunity (Notice) for a “first-of its-kind” program providing cybersecurity grants for state, local and territorial governments across the country through the State and Local Cybersecurity Grant Program (SLCGP). The agency is poised to provide similar assistance to tribal governments through the Tribal Cybersecurity Grant Program (TCGP), which is expected to be announced in the coming months.

In January 2021, DC enacted a sweeping ban on almost all employer restrictions against employees engaging in other compensated work either during or after employment. In response to employer concerns, the applicability date of that law was repeatedly pushed back, so it never went into effect. On July 27, 2022, Mayor Bowser signed into law the Non-Compete Clarification Amendment Act of 2022 (the Act), which significantly updates and narrows the scope of the prior restrictions. Most notably, the Act:

A September 2022 Preliminary White Paper issued by U.S. Nuclear Regulatory Commission (NRC) Staff, “Licensing and Regulating Fusion Energy Systems,” indicates that the NRC is considering the option of regulating commercial fusion technologies via a risk-informed framework using 10 CFR Part 30.

Major Rule Changes
The specifics of the SEC’s new rule have been widely reported, but at a high level the SEC’s new pay versus performance rule, adopted August 25, 2022, requires a new table and narrative/graphical disclosure comparing “actually paid” compensation against company performance.

On Friday, August 26, 2022, the U.S. Environmental Protection Agency (EPA) released a pre-publication notice of a long-awaited proposed rule to designate two of the most-studied per- and polyfluoroalkyl substances (PFAS)—perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS)—as hazardous substances under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA).

The Act includes significant funding to ensure long-term U.S. competitiveness in the advanced nuclear sector.

The court finds that the addition to the Florida Civil Rights Act turns the First Amendment “upside down.”

OSHA has been turning its attention to workplace safety hazards in warehouses and retail stores.

Given the federal government’s buying power and wide use of plastic packaging, the GSA’s proposed rulemaking could have consequences for the plastics, packaging and shipping industries.

The far-reaching proposal would represent the largest legislative climate investment in U.S. history.

The legislation is the result of months of negotiations between Congressional Democrats and Republicans to support domestic semiconductor manufacturing and related research and workforce development efforts.

The Inflation Reduction Act of 2022 would constitute a historic investment in the U.S. clean energy industry.

On July 13, 2022, as part of a new pilot program, the Department of State’s Directorate of Defense Trade Controls (DDTC) issued two open general licenses (OGLs) permitting certain reexports and retransfers of unclassified defense articles subject to the International Traffic in Arms Regulations (ITAR) within or between Australia, Canada, and the United Kingdom.

The Small Business Administration (SBA) has proposed consolidating and making significant changes to the Veteran-Owned Small Business (VOSB) and the Service-Disabled Veteran-Owned Small Business (SDVOSB) programs, including the elimination of self-certification.

To avoid displacement of current service employees, the proposed rule will require contractors and their subcontractors to offer qualified employees a right of first refusal of employment under the successor contract.

When companies perform federal contracts, the government has a right to terminate for default when a contractor performs poorly. Historically, terminations for default have been considered draconian measures and species of forfeiture to which “the Government should not lightly resort.” See Eagle Peak Rock & Paving, Inc., CBCA No. 5692, 21-1 BCA ¶ 37,752. For that reason, agencies have used the remedy sparingly, and the Courts and Boards of Contract Appeals have heavily scrutinized default terminations because they impact revenue, damage past performance evaluations, and stigmatize contractors. See Vought Aircraft Co., ASBCA No. 38092, 96-2 BCA ¶ 28,321.

On July 7, 2022, the Cyberspace Administration of China (CAC) of the People’s Republic of China (PRC or China) released the final version of the long-awaited Measures on Security Assessment for Data Export (Measures, “《数据出境安全评估办法》” in Chinese). The Measures specify the thresholds of data and information, the export of which is subject to CAC’s security assessment.

As part of the Fiscal Year 2023 Budget Support Act of 2022, the District of Columbia Council has voted to amend the DC Universal Paid Leave Act (UPLA) in ways likely to please both employers and employees.

In early June, Rep. Frank Pallone (D-NJ-6) and Rep. Cathy McMorris Rodgers (R-WA-5), the Chair and Ranking Member of the House Energy & Commerce Committee, along with Senator Roger Wicker (R-MS), Ranking Member of the Senate Science, Commerce & Transportation Committee, unveiled a draft federal privacy bill known as the “American Data Privacy and Protection Act.” The proposal—the first to garner bipartisan, bicameral support in Congress—would establish a national framework to protect consumer data privacy and security and bolster individual privacy rights.

A seven-year long False Claims Act suit comes to an end after Aerojet Rocketdyne reaches a $9 million settlement agreement for its alleged false certification of compliance with cybersecurity requirements.

On January 1, 2021, Congress enacted the National Defense Authorization Act for Fiscal Year 2021 (the NDAA), after overriding a presidential veto. Contained within the NDAA is the Anti-Money Laundering Act of 2020 (the AMLA), which introduces extensive reforms to U.S. anti-money laundering (AML) and counter-terrorism financing (CFT) laws. The AMLA shows Congressional intent to combat money laundering and terrorist financing through expanding the regulatory power of the Financial Crimes Enforcement Network (FinCEN).

A recent DoD memorandum should serve as a warning to contractors that they need to focus on cybersecurity compliance now or risk serious consequences.

The Small Business Administration’s proposed rule would adopt the latest NAICS revision issued by the Office of Management and Budget, creating 111 new industries by reclassifying, combining or splitting 156 existing industries.

By holding that emotional distress damages are not recoverable under certain antidiscrimination statutes, including Title IX, the Supreme Court has limited the liability of schools facing federal discrimination claims.

The Supreme Court rejected EPA’s Obama-era Clean Power Plan in a decision that has significant implications both for future attempts by EPA to regulate CO2 emissions and for other agencies attempting to promulgate rules that implicate “major questions.”

Title IX of the Education Amendments of 1972 requires schools and institutions receiving federal funds (Recipients) to eliminate discrimination on the basis of sex in their education programs or activities. The Executive Branch first codified Title IX regulations under the supervision of Betsy DeVos, whose rules were criticized as making it difficult to protect Title IX complainants. On the 50^th anniversary of Title IX, and following a year in conversation with educational institutions, students, advocacy organizations, and other stakeholders, the Department of Education (ED) issued a Notice of Proposed Rulemaking (NPRM) with proposed regulations that brings the scope of Title IX closer to the Obama-era guidance.

Introduction
On June 15, 2022, the EPA released drinking water health advisory levels for four per- and polyfluoroalkyl substances (PFAS): PFOA, PFOS, PFBS and GenX. The announcement reflects the Biden administration’s continued push to regulate PFAS.

The final rules increase the receipts-based small business size standards for these industries, allowing many businesses to remain a small business for longer or regain their small business status.

The proposed rule would increase the employee-based small business size standards for these industries, allowing many businesses to remain a small business for longer or regain their small business status.

On March 31, 2022, the Division of Corporation Finance and the Office of the Chief Accountant (staff) of the U.S. Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 121 (SAB 121), which “adds interpretive guidance for entities to consider when they have obligations to safeguard crypto-assets held for their platform users.”

On March 30, 2022, the Securities and Exchange Commission (SEC) issued Proposed Rules that, if enacted, would significantly affect the acquisition of private operating companies by publicly-traded special purpose acquisition companies (SPACs), and related financing transactions (individually and collectively, de-SPAC transactions), aligning them with requirements of traditional initial public offerings (IPOs). This alert provides an overview of the Proposed Rules and includes analysis of their impact, if adopted, on SPAC formation, de-SPAC transactions, and related de-SPAC transaction disclosure and marketing practices. The Proposed Rules do not describe what effect, if any, they will have on pending de-SPAC transactions.

On February 10, 2022, the SEC proposed changes to Regulations 13D-G and related rules under the Securities Exchange Act of 1934 (Exchange Act) that, if enacted, would modify the existing securityholder reporting and disclosure framework for securityholders that own greater than 5% of a publicly traded company’s Exchange Act Section 12 registered securities and their derivatives (covered securities) (i.e., SEC Schedule 13G and Schedule 13D filers). The amendments, if enacted, will require issuers, Schedule 13G and 13D filers, to modify their filing practices to comply with significantly shorter filing deadlines and a clarified Regulation 13D “group” definition, and to account for certain previously excluded cash-settled derivatives, which would likely increase the number of securityholders deemed to beneficially own greater than 5% or 10% of an issuer’s covered securities, thereby subjecting them to the Exchange Act’s Section 13 and Section 16 beneficial ownership reporting framework, respectively, and related short-swing trading limitations under Exchange Act Section 16(b). This alert provides an overview of the current filing requirements for initial and amended Schedules 13D and 13G, followed by an analysis of the SEC’s proposed rule amendments to those filing requirements as well as the effects on the filing requirements under Section 16 of the Exchange Act and their impact on existing compliance and disclosure practices.

On March 29, 2022, the Nuclear Regulatory Commission (NRC) Staff issued a SECY Paper, SECY-22-0025, “Systematic Review of How Agency Programs, Policies, and Activities Address Environmental Justice,” including an evaluation of whether the NRC should incorporate environmental justice beyond implementation through the National Environmental Policy Act, as directed by the Commission on April 23, 2021. In this SECY Paper, the Staff concluded that the NRC’s programs, polices, and activities that address environmental justice through NEPA, including the NRC’s 1995 “Environmental Justice Strategy” and its 2004 “Policy Statement on the Treatment of Environmental Justice Matters in NRC Regulatory and Licensing Matters,” (or “Environmental Justice Policy Statement”) are consistent with applicable law, and generally consistent with the spirit of Executive Orders that address environmental justice.

The new law arrives during a notably troublesome cybersecurity environment, in which the United States’ most crucial commercial sectors could be vulnerable to cyber intrusions and demands for ransomware payments.

The final rule provides for additional debriefing rights and clarifies the GAO bid protest stay timeliness rules.

The amended rules issued by the International Centre for Settlement of Investment Disputes mandate certain disclosures, increase transparency and reduce costs, among other things.

On the morning of May 24, 2019, a cybersecurity journalist notified First American Financial Corporation (First American) that one of its key applications had a serious vulnerability. First American, a publicly traded company that provides real estate settlement services, utilized the application Eagle Pro to share images of legal and financial documents used in real estate closings. According to an anonymous source, the vulnerability allowed unauthorized users to access over 800 million documents that had been shared with First American. Many of these documents contained sensitive data, such as social security numbers, financial records and driver’s licenses, which the journalist who published the article later that day described as “a virtual gold mine for phishers and scammers.”

The U.S. Securities and Exchange Commission issued proposed rule amendments requiring climate disclosures by public companies.

Expropriations Related to the Russia Sanctions May Trigger Liability under Investment Treaties

On March 7, 2022, the Federal Acquisition Regulatory Council (FAR Council) issued a final rule that would, among other things, impose significantly increased U.S. content requirements for federal procurements subject to the Buy American Act (BAA). The final rule implements the requirements outlined in President Biden’s January 28, 2021 Executive Order, “Ensuring the Future Is Made in All of America by All of America’s Workers” (the EO), and incorporates some of the feedback received in response to the FAR Council’s July 30, 2021 proposed rule, which we previously discussed here. Although the final rule deviates little from the proposed rule, the deviations are noteworthy.

On March 9, 2022, President Biden issued an Executive Order to articulate U.S. government principles and interests regarding digital assets, and to implement a process to develop future policy. Digital assets have taken the world by storm in recent years. They include cryptocurrencies, tokenized share offerings, non-fungible tokens (NFTs), blockchain real estate rights, decentralized finance (DeFi) and various evolving metaverse assets, with new market actors ranging from miners, to wallets, to digital asset platforms, and decentralized autonomous organizations (DAO).

On March 3, 2022, President Biden signed HR 4445, also known as the “Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021,” into law, and it went into effect immediately. The Act, which is described more fully below, is consistent with President Biden’s “Agenda for Women,” wherein the Biden administration stated its determination to “end [] [] forms of workplace discrimination and harassment,” and end violence (including sexual assault) against women. Thus, although the Act is currently limited to sexual harassment and assault, the Biden administration will likely be looking to take action on other forms of discrimination and unfair employment practices in the future.

On February 15, 2022, the Federal Communications Commission (FCC) released a Report and Order (the Order) adopting new rules to further broadband competition for the millions of Americans living and working in apartments, public housing, office buildings, and other multiple-tenant environments (MTEs).