On 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.
Read MoreIn January 2025, the US Supreme Court granted certiorari to review a tax case that provides the Court with an opportunity to rule on the narrow, yet contested, question of due process regarding mootness of Tax Court challenges. Commissioner v. Zuch, No. 24-416, 2025 WL 65915, at *1 (U.S. Jan. 10, 2025). Zuch reached the Supreme Court after the Internal Revenue Service (“IRS”) petitioned to reverse a Third Circuit opinion regarding I.R.C. § 6330 due process claims. The ruling disagreed with the IRS’s argument that underlying tax liability becomes moot upon fulfilled payment of unpaid taxes by any means. Zuch v. Commissioner, 97 F.4th 81, 94 (3d Cir. 2024), cert. granted sub nom. Commissioner v. Zuch, No. 24-416, 2025 WL 65915 (U.S. Jan. 10, 2025). This Third Circuit opinion conflicts with the D.C. and Fourth Circuits, which ruled that § 6330 claims are moot once the IRS abandons its levy and concedes that no tax liability remains. (Tristan Navera & John Woolley, Bloomberg); McLane v. Commissioner, 24 F.4th 316 (4th Cir. 2022); Willson v. Commissioner, 805 F.3d 316 (D.C. Cir. 2015) (affirming Tax Court's dismissal of claims as moot after the IRS abated taxpayer’s underlying tax liability upon which a levy could be placed). If the Supreme Court returns a ruling for Zuch, US taxpayers would gain confidence in disputing IRS levies under § 6330 and face less obstacles to obtaining jurisdiction in US Tax Court. This article recounts the details and events leading to Commissioner v. Zuch and analyses how a Supreme Court verdict could change how due process is weighed in US Tax Court cases.
Read MoreAt the Bitcoin conference in Nashville, Tennessee, on July 27, 2024, then-Presidential Candidate Donald Trump pledged to make the United States the “‘crypto capital of the planet’” and laid out his vision for a crypto-friendly administration. (MacKenzie Sigalos, CNBC). At first glance, this statement may seem like just another campaign promise; however, on January 23, 2025, President Trump signed the “Strengthening American Leadership In Digital Financial Technology” Executive Order. (The White House). The Executive Order outlines the Trump Administration’s plans to follow through on its promise to encourage digital asset growth in the United States and revokes both President Biden's “Ensuring Responsible Development of Digital Assets” Executive Order and the Department of the Treasury's "Framework for International Engagement on Digital Assets." Id. With news of a crypto-friendly presidential administration and Bitcoin prices soaring, 2025 could prove to be a prosperous year for Bitcoin and decentralized finance. This paper argues that while some may still be skeptical about cryptocurrencies, Bitcoin's recent success will preview digital assets becoming more common and popular throughout the United States and the rest of the world.
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