In 2017, the Tax Cuts and Jobs Act (“Act”) created the notion of an Opportunity Zone (“OZ”) to encourage private investment into economically disadvantaged communities. (Blake Christian, Holthouse). The goal of an OZ is to stimulate economic growth and job creation by offering tax incentives for investors in these communities. Id. Under the Act, a company that realizes a capital gain can reinvest the money in a Qualified Opportunity Fund (“QOF”) to defer capital gains taxes. (Nancy Anderson, Holland & Knight). Investments held for five to seven years before 2026 could reduce taxable capital gains by up to 15%. Id. Originally, OZs were intended to end in 2026, but the One Big Beautiful Bill Act (“OBBBA”) makes the program permanent while refining the rules to better target truly disadvantaged areas. Id. This post seeks to understand how the OBBBA reshapes OZs by narrowing eligibility to target the most disadvantaged tracts, introducing Qualified Rural Opportunity Funds (“QROFs”) with enhanced incentives, establishing a ten-year re-evaluation process to ensure designations remain accurate, and imposing stricter compliance measures to prevent abuse and promote genuine community investment.
Read MoreIn recent years, the tech industry has made significant efforts towards securing sustainable and reliable energy sources. These efforts are driven by the increasing energy demands of power-developing artificial intelligence (“AI”) and data centers. The increasing demands have led many technology companies to explore the clean energy capability of nuclear power. For example, tech giant Meta agreed to purchase nuclear power from Constellation's Clinton Clean Energy Center in Clinton, Illinois on June 3, 2025. (Stevens, CNBS). The Meta deal encapsulates the growing importance of nuclear energy in the tech industry and sets a precedent for other tech companies looking to secure and invest in sustainable and reliable energy sources. (Timothy Gardners, Reuters). This post explains the key tenants of the deal, the tech industry’s move to nuclear power, and the challenges of additional nuclear power usage.
Read MoreOn February 10, 2025, President Trump signed Executive Order 14209, instructing the Department of Justice (“DOJ”) to pause all enforcement actions under the Foreign Corrupt Practices Act (“FCPA” or the “Act”), the penultimate vehicle for foreign business corruption prosecution in the U.S. (Todd Blanche, Department of Justice). However, on June 9, 2025, Deputy Attorney General Todd Blanche released a memorandum announcing that the DOJ would resume enforcing the FCPA, albeit with a new approach that will tailor enforcement to cases that protect the interests of U.S.-based firms. Id.; (Chris Prentice, Reuters). This article examines the Executive Order that paused FCPA enforcement and the DOJ’s new approach to its enforcement.
Read MoreDelaware law, British courts, and a material adverse effect all converged in BM Brazil, a recent decision by the England and Wales High Commercial Court that applied Delaware law to interpret a Material Adverse Effect (“MAE”) clause in a cross-border merger dispute. BM Brazil v. Sibanye, EWHC 2566 (Oct. 10, 2024). MAE clauses are used in sale and purchase agreements (“SPA”) to give buyers protection against certain events in the merger and acquisition (“M&A”) context, allowing the buyer to terminate the contract between signing and closing. (Bloomberg Law). Although these clauses are commonly included in M&A contracts, findings that an event constitutes an MAE occurred are few and far between. (Glenn D. West, Business Law Today). While BM Brazil provides valuable insight on how courts analyze MAE clauses, courts remain unlikely to find an MAE occurred in most cases. (Charlotte Eborall, Journal of International Banking and Financial Law (UK); Glenn D. West, Business Law Today). This post discusses the details of the case, the Commercial Court’s holdings, and the application of MAE clauses to modern contract execution.
Read MoreKPMG has established KPMG Law US, a subsidiary of KPMG LLP, becoming the first Big Four accounting firm to own a law firm operating in the U.S. legal market. (KPMG, Press Release). KPMG is a global tax and advisory corporation with a workforce of more than 275,000 workers across 142 countries. Id. In a historic move, the Arizona Supreme Court recently granted KPMG the approval to act as an Alternative Business Structure (“ABS”) and offer clients legal services. (Sara Merken, Reuters). This post will discuss the context behind KPMG’s entry into the legal market and the far-reaching implications of this decision, including ethical implications and market disruption.
Read MoreArtificial intelligence (“AI”) companies are facing serious backlash for allegations of creating false narratives, taking copyrighted work without consent, and the prevalent spread of deep fakes (photos, videos, etc., that are created by artificial intelligence to depict a person that looks real) on the internet. (Dani Di Placido, Forbes). These allegations led several prominent organizations such as Thomson Reuters, Sony, and The New York Times to file suit against AI companies, including OpenAI and Microsoft. (Kate Knibbs, Wired). Among the many challenges that come with filing lawsuits, plaintiffs suing AI companies have a particular challenge to conquer in addressing Section 230 of the Communications Decency Act (“CDA”). This article examines the CDA, how Section 230 applies to AI systems, relevant court decisions, and how these legal interpretations may evolve as both the law and AI technology advance.
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