Important New York First Department Decision in Tapinekis V. Pace University: Time to Review Your Tuition and Fee Refund Disclaimers?
New York’s Appellate Division affirmed that Pace University’s Emergency Closings provision functions as a force‑majeure clause, barring tuition‑refund claims related to COVID‑19 shutdowns. The ruling aligns with earlier Second Circuit decisions in Goldberg and Tapinekis, which held that explicit “force majeure” language is not required if the disclaimer is sufficiently broad. Courts emphasized that the provision allocates risk to students for unforeseen events, including pandemics. Legal counsel for colleges is now urged to review and possibly insert explicit force‑majeure terminology to preempt future disputes.
The U.S. Supreme Court Rules that “Last-Mile Drivers” May Avoid Arbitration
The U.S. Supreme Court ruled in *Flower Foods Inc. v. Angelo Brock* that “last‑mile” transportation workers are covered by the Federal Arbitration Act’s interstate commerce exemption, allowing them to avoid previously signed arbitration agreements. The Court interpreted the 1925 FAA...
Delaware Court Enforces D&O Coverage for SEC Disgorgement Settlement
The Delaware Superior Court ruled that AIG must indemnify Clear Channel Outdoor for the disgorgement ($16.35 million) and prejudgment‑interest ($3.76 million) components of its SEC settlement, rejecting the insurer’s claim that these amounts were uninsurable penalties. The court held that the policy’s...
SEC Proposes Rules Simplifying Filer Status Determinations and Increasing Disclosure Accommodations
On May 19, 2026 the SEC released two rulemaking proposals aimed at overhauling how public companies determine their filer status and expanding accommodations for Emerging Growth Companies. The primary proposal, “Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status,” introduces...
A Wrong in Search of a Remedy: Promissory Estoppel
The New York First Department reversed a lower‑court dismissal and reinstated a promissory‑estoppel claim in Lin v. Sun, where the plaintiff alleged an oral promise of a 40% LLC interest. Lin contributed $10,000 and over 2,300 hours of unpaid labor...
Tax Planning for Carve-Out and Take-Private Transactions: Use of Selective Section 338 And/Or 336 Elections
A vintage tax strategy using selective Section 338(g) or 336(e) elections can let a private‑equity buyer offset a built‑in gain in one subsidiary with a built‑in loss in another during a carve‑out or take‑private deal. By pushing the election down to...
SEC Adds New Jurisdictions to FPI Section 16(a) Relief: Australia, India, and Singapore
On May 20, 2026 the SEC issued an exemptive order expanding Section 16(a) relief for directors and officers of foreign private issuers (FPIs) to include Australia, India and Singapore. The order builds on a March 5, 2026 order that already covered Canada, Chile, the EEA,...
Optimizing Fund Finance with Umbrella and Master Facilities, May 2026 - Mastering the Umbrella: Structural and Practical Considerations for Umbrella...
The article contrasts umbrella and master credit facilities, two increasingly popular structures in fund finance. Umbrella facilities pool multiple fund groups under a single lender syndicate, streamlining documentation and onboarding of new funds. Master facilities extend this model by allowing...
Biding Time: SCOTUS Denies Cert in Lilly, but the Constitutional Threat to FCA Relators May Only Be Getting Closer
The Supreme Court denied Eli Lilly's petition for certiorari on May 18, 2026, leaving an approximately $220 million False Claims Act judgment untouched. The case stems from a qui tam action alleging underpayment of Medicaid rebates, while a parallel constitutional challenge—whether relators are unconstitutionally...
UK Jurisdiction Taskforce Publishes Report on Control of Digital Assets
The UK Jurisdiction Taskforce’s Control Panel released a non‑binding Report outlining how factual control over digital assets is established under English law. Chaired by Lord Justice Zacaroli, the guidance translates the Law Commission’s “third‑category” property concept into practical terms for...
The Classification Conundrum: Four Key Trends on Regulating Platform Work
Regulators worldwide are reshaping gig‑economy labor rules through four emerging trends: new platform‑specific definitions that set a baseline of rights, statutory presumptions that shift how employment status is determined, stronger enforcement tools targeting mis‑classification, and evolving case law that emphasizes...
The Role of Attorney Review in Connecticut Residential Real Estate Transactions
In Connecticut, residential real‑estate transactions customarily involve a licensed attorney from contract signing through closing. The attorney review period allows the lawyer to scrutinize purchase agreements for ambiguous or one‑sided clauses, financing contingencies, inspection terms, and title defects. Attorneys also...
Irreconcilable Differences: Analyzing the Split in the First and Second Circuit Courts of Appeals’ Decisions on National Bank Act Preemption...
On May 5, 2026 the Second Circuit ruled that the National Bank Act preempts New York’s interest‑on‑escrow law, reversing the Supreme Court’s guidance in Cantero II and joining its 2022 decision. The ruling creates a circuit split with the First and Ninth Circuits, which...
Client Alert: South Carolina Freezes Certain Nonprofit Low-Income Housing Property Tax Exemption Applications (Updated)
South Carolina Governor signed S. 853 on May 19, 2026, imposing a temporary freeze on final approvals of nonprofit low‑income housing property‑tax exemption applications filed on or after June 30, 2026 for tax years 2026‑2027. The freeze excludes projects wholly owned by a nonprofit housing...
U.S. Attorney’s Office for the Northern District of Illinois Announces Innovative Individual Self-Disclosure Program
The U.S. Attorney’s Office for the Northern District of Illinois unveiled an individual self‑disclosure program that rewards voluntary reporting of non‑violent crimes. Unlike earlier initiatives, the scheme offers a menu of incentives—including non‑prosecution agreements, deferred prosecution, letter immunity, and sentencing...
![[Video] Taking The Pulse, A Health Care and Life Sciences Video Podcast | Episode 277: M&A Trends and Growth in...](/cdn-cgi/image/width=1200,quality=75,format=auto,fit=cover/https://jdsupra-static.s3.amazonaws.com/profile-images/og.9605_3852.jpg)
[Video] Taking The Pulse, A Health Care and Life Sciences Video Podcast | Episode 277: M&A Trends and Growth in...
In the latest episode of "Taking The Pulse," Maynard Nexsen’s new health‑care attorney John Erwin discusses the accelerating pace of mergers and acquisitions in the life‑sciences sector. He highlights how data privacy, artificial intelligence and other emerging technologies are reshaping deal structures....
SEC Proposes Sweeping Changes to the Registered Offering Framework
The SEC has proposed a comprehensive overhaul of the registered offering framework, expanding Form S‑3 and shelf registration eligibility beyond well‑known seasoned issuers. The amendments would drop the $75 million public‑float threshold and the 12‑month reporting rule, introduce new issuer categories—Eligible Listed...
Client Alert: The Contract You Didn’t Sign
Federal procurement law imposes mandatory clauses on defense contracts even when those clauses are absent from the signed document. Recent Federal Circuit rulings, including K‑Con Inc. v. Army, confirm that courts will read in performance, bonding and termination provisions by...
UPC ADR: Arbitration, Mediation and Expert Determination
The Unified Patent Court’s Patent Mediation and Arbitration Centre (PMAC) will begin operations on 2 June 2026, offering independent mediation and arbitration services from seats in Ljubljana, Slovenia, and Lisbon, Portugal. PMAC’s rules allow proceedings to be held at either seat or...
The Changing World of Mediation: From Golf Balls to AI
The mediation profession has evolved from typewriters and early PCs to Zoom‑based virtual sessions, and now AI is reshaping the field. AI tools such as transcription services, large language models, and emotion‑recognition software are already augmenting mediators’ workflows, offering rapid...
Texas Royalty Owners Burdened with Post-Production Costs … Again
The Texas Court of Appeals ruled that the Olivers’ leases retain an “at the well” royalty valuation point, despite an addendum stating royalties should not bear post‑production costs (PPCs). The court held that the PPC language is surplusage because no...
Is Congress the Next Stop for Freight Brokers After Montgomery V. Caribe Transport II Held No Preemption?
The U.S. Supreme Court ruled in Montgomery v. Caribe Transport II that a freight broker’s negligent‑hiring claim falls within the safety exception of the Federal Aviation Administration Authorization Act, meaning it is not preempted by federal law. Justice Barrett’s unanimous opinion...
AI: The Next Frontier of PE Deal Risk
Private‑equity firms are moving AI from a peripheral concern to a core diligence focus, probing governance, data usage, and model reliability. The rise of "shadow AI"—undocumented employee use of generative tools—creates hidden data‑leak and IP risks that traditional cyber checks...
SEC Permits Shortened Offering Period for Certain Equity Tender Offers
The SEC’s Division of Corporation Finance issued an exemptive order that lets qualifying equity tender offers run as short as ten business days, half the usual twenty‑day minimum under Rule 13e‑4(i). The relief applies only to all‑cash, fixed‑price offers and imposes...
![[Video] Episode 415: DOJ’s Massive $550 Million Tariff Evasion Settlement](/cdn-cgi/image/width=1200,quality=75,format=auto,fit=cover/https://jdsupra-static.s3.amazonaws.com/profile-images/og.12022_1145.png)
[Video] Episode 415: DOJ’s Massive $550 Million Tariff Evasion Settlement
The Department of Justice secured a $549.5 million False Claims Act settlement with Perfectus Aluminum, marking one of the largest customs‑fraud recoveries in recent years. The case underscores the DOJ’s expanding use of the FCA to target tariff‑evasion schemes. Whistleblowers played...
Speed, Scale and Regulatory Innovation, May 2026 - ILPA Takes Aim at Fund Formation Legal Fees
The Institutional Limited Partners Association (ILPA) released new guidance targeting the misalignment of fund‑formation legal fees, which traditionally fall on limited partners (LPs) without input on counsel selection or budgeting. The proposal introduces a fee cap set at the lower...
When Refusal Isn’t Enough: The Sixth Circuit Slams the Brakes on 10(j) Relief
The Sixth Circuit ruled that a mere refusal to bargain does not automatically justify a Section 10(j) injunction; courts must see concrete, certain, and immediate harm. Applying the Supreme Court’s 2024 Starbucks decision, the panel vacated an order compelling Trinity Grand...
Getting Ready for the Pay Transparency Directive: EU Guidance Published
On 26 March 2026 the European Commission and the European Institute for Gender Equality (EIGE) published updated EU‑wide guidelines on gender‑neutral job evaluation together with practical toolkits for employers, trade unions and employees. The guidance defines a four‑factor, 0‑to‑5 level assessment—skills, responsibility,...
Colorado Arbitration Reform: What Employers and Businesses Need to Know
Colorado House Bill 26‑1236, slated for a possible governor’s signature, overhauls the state’s arbitration framework effective August 12, 2026. The measure bans class‑action waivers in arbitration agreements, caps consumer‑ and employee‑side fees at roughly $500, and disqualifies arbitrators who show bias in...
Thomas V. EOTech, LLC: Employers Cannot Shorten EEOC Filing Deadlines Under Title VII or ADEA
The Fourth Circuit ruled that employers cannot contractually shorten the statutory deadlines for filing EEOC charges or lawsuits under Title VII and the ADEA. In Thomas v. EOTech, LLC, a pre‑employment “limitations agreement” that reduced the filing window to 180 days...
Can Employers Host Women-Only Workplace Events? EEOC Sues Coca-Cola Over Alleged Title VII Violation
The EEOC has filed a Title VII lawsuit against Coca‑Cola Beverages Northeast for holding a two‑day, employer‑sponsored retreat that invited only female employees. About 250 women attended the paid event in Connecticut, while male staff were excluded, prompting the EEOC...
New Cuba Executive Order Creates an IEEPA-Based Sanctions Program and Secondary Sanctions Risk
On May 1, 2026 President Trump signed Executive Order 14404, creating an IEEPA‑based sanctions program targeting individuals and entities operating in key Cuban sectors such as energy, defense, metals, mining, finance, and security. The order adds a new designation authority separate from...
Saudi CMA Amends Rules on Board Member Removal and Profit Distribution
On April 2, 2026, Saudi Arabia's Capital Market Authority approved amendments to the Implementing Regulation of the Companies Law for listed joint‑stock companies. The changes give shareholders holding at least 10 % of voting shares the right to request removal of...
UK Real Estate: The Ban on Upwards-Only Rent Reviews: Key Questions Answered
The English Devolution and Community Empowerment Act 2026, receiving Royal Assent on 29 April 2026, bans upwards‑only rent reviews in all commercial leases. The prohibition applies to new tenancies and to tenancy‑renewal options entered after 17 March 2026, while existing leases are exempt. It...
You Suspect Your Client Committed Tax Fraud: Now What?
Tax attorneys Brie Barry and Stephen Josey outline the steps a practitioner should take when suspecting a client of tax fraud. The article, part three of a series, builds on earlier pieces that defined civil tax fraud and its consequences....
PRA Sets Out Road Map for Future UK Banking Prudential Framework
The Prudential Regulation Authority (PRA) unveiled a comprehensive roadmap to reshape the UK banking prudential framework, covering capital, liquidity, ring‑fencing, mortgage lending, securitisation, reporting and digital‑asset rules. A key element is the Financial Policy Committee’s reduction of the sector‑wide Tier 1...
Media Coverage – Suffolk Superior Court Allows City of Boston Commercial Property Class Action to Proceed
The Suffolk Superior Court denied the City of Boston’s motion to dismiss a proposed class action that accuses the municipality of retaliatory commercial‑property tax assessments. The lawsuit, filed by Sullivan & Worcester and the Pioneer New England Legal Foundation on...
Adapt or Get Left Behind: What Private Employers Need to Know About DOL’s Recent Actions on AI Workforce Development
The U.S. Department of Labor (DOL) has rolled out an Artificial Intelligence Literacy Framework and an AI‑focused Registered Apprenticeship portal, signaling federal intent to embed AI competence into workplace standards. Coupled with the White House’s National AI Policy Framework, these...
Maryland Enacts Sweeping Earned Wage Access Reforms, Bans Tipping
On April 28, Maryland Governor Wes Moore signed Senate Bill 94 into law, overhauling the state’s earned‑wage‑access (EWA) framework and banning tipping in both EWA programs and certain consumer‑loan products. The legislation imposes new consumer‑protection duties, requires clear fee disclosures, mandates a free...
Pennsylvania Superior Court Refines Co-Employee Immunity
The Pennsylvania Superior Court narrowed co‑employee immunity under the state Workers’ Compensation Act. In Brown v. Gaydos, the court ruled that immunity applies only when a co‑employee’s negligence occurs within the course and scope of employment. The plaintiff’s injury resulted...
The Invisible Insider: How AI Agents Enable Undetectable Trade Secret Theft – and What Companies Must Do Now
AI-driven agents can autonomously query, synthesize, and export corporate trade secrets without leaving traditional forensic footprints. By generating original‑looking outputs and enabling employees to photograph screen displays, these agents sidestep DLP, endpoint, and network alerts. The threat spans incremental queries,...
Is It Time for Courts to Embrace Shareholder Oppression Outside of the Corporate Dissolution Context?
New York courts are increasingly treating shareholder oppression in closely held companies as a standalone wrong, rather than automatically resorting to corporate dissolution. The Court of Appeals’ *Matter of Kemp* definition emphasizes reasonable expectations, allowing judges to fashion equitable remedies...
Dutch DPA Fines Taxi App €100M Over Unlawful Transfers of Personal Data to Russia, Despite Use of EU Standard Contractual...
On April 1, 2026 the Dutch Data Protection Authority fined MLU B.V., the operator of the Yango taxi app, €100 million (approximately $109 million) for illegal transfers of EU personal data to Russia. The regulator found the company relied on Standard Contractual Clauses meant for...
Winter Weather Premises Liability: When Property Owners Are Responsible for Slip-and-Fall Injuries
Winter weather in New Jersey creates hazardous slip‑and‑fall conditions that can trigger premises‑liability claims. Property owners must address ice and snow promptly after precipitation stops, especially in commercial settings with high foot traffic. Victims must prove actual or constructive notice, often...
More Tariff Refunds, Not So Fast? Court of International Trade Strikes Down Section 122 Tariffs — But Relief Is Limited to...
On May 7, 2026 the U.S. Court of International Trade ruled that the Administration’s 10 % global tariff imposed under Section 122 of the Trade Act of 1974 exceeds statutory authority. The court issued a permanent injunction only for the two private importers and...
That’s the Spirit, Effective Immediately, and Claim Baggage
A federal judge approved Spirit Airlines' Chapter 11 wind‑down motion, ending its attempt to reorganize after a failed financing effort and soaring fuel costs. Purdue Pharma completed its $7.4 bn bankruptcy, pleading guilty, paying a $5.5 bn fine and earmarking $865 m for victims,...
£15 Million and a Message: The SFO Returns to Corporate Bribery Enforcement
The UK Serious Fraud Office secured a deferred prosecution agreement with Ultra Electronics, resolving an eight‑year bribery probe for roughly £15 million (about $19 million). The deal includes a £10 million penalty, £4.8 million in costs, and a three‑year compliance reporting requirement, but no...
![[Video] Sunday Book Review: May 10, 2026, The Top Books on AI Governance Edition](/cdn-cgi/image/width=1200,quality=75,format=auto,fit=cover/https://jdsupra-static.s3.amazonaws.com/profile-images/og.2237_4849.jpg)
[Video] Sunday Book Review: May 10, 2026, The Top Books on AI Governance Edition
Tom Fox’s Sunday Book Review spotlights four newly released titles that dissect AI governance, from technical security frameworks to practical regulatory guides. The highlighted works—by Bozdag & Bennati (2026), Eitel‑Porter et al. (2025), Kompella & Cooper (2025) and Gangavarapu (2025)—cover ethical systems, risk navigation,...
A Snapshot of Virginia’s New Employment Laws From the 2026 Legislative Session
Virginia’s 2026 legislative session introduced sweeping employment reforms, including stricter non‑compete rules that require disclosed severance or a termination for cause, and a ban on asking wage‑history with mandatory good‑faith pay‑range disclosures. A statewide paid family and medical leave insurance...
CFPB Issues Final Section 1071 Rule on Small Business Lending Data Collection
On May 1, 2026, the CFPB issued a final rule revising Section 1071 of the Dodd‑Frank Act, tightening data‑collection requirements for lenders serving women‑owned, minority‑owned, and small businesses. The rule narrows covered credit transactions, raises the origination threshold to 1,000 loans,...