
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
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
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
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 SilvaAnalysis & Opinion

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.

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.

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.

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.
Law
More in Law →
Federal Court Found Google Maintained a Search Monopoly in August 2024
Julia BrooksCivil 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 BrooksGovernance
More in Governance →
How the SEC's Whistleblower Award Program Works Under Dodd-Frank
Editorial StaffBoard 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 TanakaTrade
More in Trade →
Enforce and Protect Act Sets Fixed Deadlines for Customs Duty-Evasion Investigations
Yuki TanakaThe 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 TanakaCorporate News
More in Corporate News →
Going Private Under Rule 13e-3: Special Committees and Minority Protection
Julia BrooksClawback 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 TanakaBusiness News
More in Business News →
Business Email Compromise Explained: The Schemes, the Losses and the Controls That Work
Renata SilvaFake Reviews and the FTC: What the Consumer Review Rule Now Prohibits
The FTC's 2024 rule on consumer reviews bans fake reviews, insider reviews and review suppression — with civil penalties per violation joining the older Consumer Review Fairness Act.
Renata SilvaGovernance & Executive Move Ledger
Explore the data · Source: U.S. Securities and Exchange Commission