Business Law and Corporate Law

The United States District Court for the District of New Jersey, applying New Jersey law, held that a D&O policy’s false advertising and unfair business practices exclusion barred coverage for an enforcement action alleging that a merchant cash advance company engaged in illegal lending and marketing practices. Yellowstone Capital LLC v. Argonaut Insurance Co., 2026 WL 2321647 (D.N.J. Aug. 11, 2026).

The Delaware Court of Chancery has issued its first interpretation of new General Corporation Law section 144(d)(2), establishing a heightened legal presumption of director independence in interested-director transactions for publicly traded corporations. In Ayers v. Foley, the court examined two separate compensation decisions at Fidelity National Financial, applying different standards of review and offering critical guidance on how boards can structure approval processes to maximize legal protection.

A Delaware Court of Chancery decision examines whether a $4 billion take-private transaction involving a controlling stockholder should face entire fairness review, focusing on alleged disclosure deficiencies that prevented the MFW safe harbor from applying. The ruling addresses claims that the process favored the controller's liquidity needs and preferred buyer while public stockholders were cashed out, with the court sustaining breach of fiduciary duty claims against most directors and an aiding and abett

ISS STOXX Governance has released the results of its annual global benchmark policy survey, revealing significant divisions between institutional investors and corporate respondents on critical governance issues. The survey examined contentious topics including director independence criteria, the potential shift to semiannual reporting, say-on-pay voting requirements, and nature-related risk disclosures...

The Delaware Court of Chancery has issued its first interpretation of new General Corporation Law section 144(d)(2), establishing a heightened legal presumption of director independence in interested-director transactions for publicly traded corporations. In Ayers v. Foley, the court examined two separate compensation decisions at Fidelity National Financial, applying different standards of review and offering critical guidance on how boards can structure approval processes to maximize legal protection.

The SEC's proposed amendments would fundamentally restructure how public companies determine their filer status, raising the large accelerated filer threshold from $700 million to $2 billion and extending scaled disclosure accommodations to approximately 81% of reporting companies.

The increased federal estate tax exemption under the One Big Beautiful Bill Act may have reduced the number of estates subject to federal estate tax, but for married New York residents, credit shelter trusts remain an important planning consideration.

When it comes to estate planning, even the rich and famous are not immune to costly mistakes. This examination of celebrity estate planning mishaps reveals how iconic figures have fallen victim to oversights leading to legal battles, unintended heirs, and millions in tax losses, offering valuable lessons for legal professionals and individuals alike.

Joshua S. Rubenstein of Katten's Private Wealth Department co-authored a chapter in the newly released third edition of the American Bar Association's comprehensive guide to international estate planning. The publication addresses the growing complexity of cross-border wealth management as families and assets increasingly span multiple jurisdictions. Written by leading international practitioners and tax professionals, the guide provides essential insights for lawyers, fiduciaries, family office professiona

The Pennsylvania and New Jersey Attorneys General have independently filed lawsuits challenging asphalt-industry mergers, marking a significant shift in state-level antitrust enforcement. Both cases were swiftly resolved through negotiated divestitures, demonstrating that state attorneys general are increasingly willing to act as frontline merger enforcers without federal agency involvement.

The Federal Reserve Board has published a comprehensive proposed rulemaking that would modernize Regulation O, which governs extensions of credit by banks to their insiders—executive officers, directors, and principal shareholders. The Proposal addresses decades of regulatory gaps by updating dollar thresholds for inflation, providing relief for passive fund complexes...

Delaware continues to issue verified report notices that can require companies to certify their unclaimed property reporting and provide supporting information within specified deadlines.