How a Delaware Derivative Suit Actually Works, Step by Step
A shareholder sues on the corporation's behalf, and Delaware procedure requires the board's own process be addressed before the claim can proceed.
Ines Oliveira · August 26, 2026
Federal Court Found Google Maintained a Search Monopoly in August 2024
Judge Amit Mehta ruled Google violated Section 2 of the Sherman Act; the case moved to a remedies phase that followed in 2025.
Julia Brooks · August 24, 2026
Enforce and Protect Act Sets Fixed Deadlines for Customs Duty-Evasion Investigations
How CBP investigates allegations that an importer evaded antidumping or countervailing duties: the statutory clocks, the interim measures that bite before any finding, and the confidential-information rules the Federal Circuit forced open.
Yuki Tanaka · August 21, 2026
How Section 220 Lets Delaware Stockholders Demand Corporate Records
The Delaware General Corporation Law gives stockholders a narrow but well-tested tool to inspect a company's internal records before deciding whether to sue — and a 2025 legislative overhaul has redrawn its edges.
Julia Brooks · August 17, 2026
E-Discovery Obligations Explained: Legal Holds, Privilege Review and Spoliation Sanctions
Litigation triggers duties over electronic evidence — preserve immediately, collect defensibly, review privilege carefully — and deletion after notice draws sanctions.
Julia Brooks · July 19, 2026Civil Investigative Demands Explained: Rights and Duties When Antitrust Investigators Call
A CID from the FTC or Justice Department compels documents, answers and oral testimony — with narrow objections, privilege work and petition rights shaping the response.
Julia Brooks · June 26, 2026Forum-Selection Bylaws Explained: Where Corporate Lawsuits Must Be Filed
Delaware upholds charter and bylaw provisions requiring internal-affairs suits to be brought in Delaware Chancery — and federal-exclusive clauses survived SCOTUS review.
Julia Brooks · June 8, 2026
Court Vacates FTC's Expanded HSR Form, Restoring Pre-2025 Premerger Filing Rules
A February 12, 2026 judgment in the Eastern District of Texas set aside the Commission's 2024 premerger notification rule on Administrative Procedure Act grounds. The waiting periods and thresholds are unchanged; the form is not, and the appeal is pending.
Yuki Tanaka · August 12, 2026Governance
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How the SEC's Whistleblower Award Program Works Under Dodd-Frank
Ines Oliveira · August 19, 2026
How Rule 14a-8 Governs Shareholder Proposals Now That the SEC Has Stepped Back
The mechanism that lets shareholders force a board vote hasn't changed. The referee that used to settle disputes over it just left the field.
Ines Oliveira · August 15, 2026
Board Minutes and Records: What to Document, Retention Rules and Section 220
Minutes are the board's litigation defense — they must show deliberation, not conclusions — and shareholders can inspect them through Section 220 books-and-records demands.
Ines Oliveira · July 24, 2026
Board Diversity Disclosure After the Nasdaq Rule Fell: What Companies Still Report
The Fifth Circuit struck Nasdaq's diversity-disclosure rule in 2024 — but state laws, investor expectations and proxy disclosure practices keep the reporting alive.
Yuki Tanaka · July 1, 2026Trade
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The De Minimis Rule for Imports: How the $800 Threshold Reshaped E-Commerce
Section 321 lets shipments valued under $800 enter duty-free — the provision behind cross-border e-commerce, now narrowed by enforcement actions and 2025 restrictions.
Yuki Tanaka · July 28, 2026
Customs Audits Explained: How CBP Focused Assessments Work and What Importers Should Prepare
CBP audits examine classification, valuation and origin across years of entries — importers with documented reasonable care negotiate findings; those without fund assessments.
Yuki Tanaka · July 5, 2026OFAC Sanctions Compliance for Companies: SDN Screening, the 50 Percent Rule and Disclosures
U.S. sanctions law reaches any company using U.S. dollars or the U.S. financial system — with strict liability and penalties that turn on screening, the 50 Percent Rule and self-disclosure.
Yuki Tanaka · June 17, 2026Antidumping and Countervailing Duties Explained: How Commerce and the ITC Set Penalty Rates
AD/CVD proceedings at the Commerce Department and the International Trade Commission add duties to imports sold below fair value or subsidized abroad — with rates set by investigation.
Yuki Tanaka · May 25, 2026Corporate News
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Going Private Under Rule 13e-3: Special Committees and Minority Protection
SEC Rule 13e-3 treats management and controller buyouts as inherently conflicted — requiring full disclosure of purposes, alternatives and fairness analyses.
Julia Brooks · August 6, 2026
Clawback Rules Explained: SEC Rule 10D-1 and Sarbanes-Oxley Recovery of Executive Pay
Since 2023, listed companies must recover incentive pay tied to misstated financials — no fault required — under Rule 10D-1 and exchange listing standards.
Yuki Tanaka · July 10, 2026D&O Insurance Explained: Side A/B/C Coverage and What Securities Claims Cost
Directors and officers insurance protects the people running the company — with Side A protecting individuals where the company cannot indemnify, the layer that matters most.
Yuki Tanaka · June 22, 2026Delisting of Foreign Companies: HFCAA Audits, PCAOB Inspections and the Exit Paths
Foreign issuers face delisting when their auditors cannot be inspected by the PCAOB for two consecutive years — the mechanism that drove Chinese state firms off U.S. exchanges.
Yuki Tanaka · May 30, 2026Business News
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Arbitration Clauses Explained: FAA Rules, Forum Choice and Class Action Waivers
A well-drafted arbitration clause sends disputes to a private forum faster than court — while a class action waiver quietly determines who can even sue.
Renata Silva · August 10, 2026
How SEC Investigations Move From Inquiry to Enforcement Action
The Securities and Exchange Commission builds cases in private, through a defined sequence of fact-gathering, staff review, and Commission authorization, before any charge becomes public.
Renata Silva · August 10, 2026Trademark Protection for Small Business: Clearance Searches, USPTO Registration and Enforcement
Trademark rights in the U.S. come from use — but clearance searching and federal registration turn a common-law mark into an enforceable, valuable asset.
Renata Silva · July 17, 2026Business Email Compromise Explained: The Schemes, the Losses and the Controls That Work
BEC fraud — spoofed executives, hijacked vendor threads, redirected wires — costs U.S. businesses billions annually and succeeds through process, not technology, failures.
Renata Silva · June 24, 2026