United States: Contracts and Commercial Law

California Governor Newsom signed SB 690, eliminating private plaintiffs' ability to sue under the pen register provision of the Invasion of Privacy Act for website tracking activities. The new law, effective January 1, 2027, transfers enforcement authority exclusively to the Attorney General and applies retroactively to pending claims filed within two years, though other CIPA provisions remain vulnerable to private litigation.

Trade secret cases can arise in any industry. But a recent dispute in the world of NASCAR underscores the reality that a company's most valuable trade secrets may walk out the door with a departing executive long before they ever appear in a downloaded file or stolen hard drive.

The Eighth Circuit's recent decision examines critical questions facing the transportation and logistics industry: How far does the Airline Deregulation Act's preemption reach? Can carriers enforce contractual liability limitations when high-value shipments go missing? What happens when an employee allegedly steals a $250,000 luxury watch during transit—does the conversion exception apply?

The Federal Trade Commission's Bureau of Consumer Protection has launched a Rule Guidance Program that allows businesses and stakeholders to submit questions about ambiguities, conflicts, or substantive issues within FTC consumer protection rules. The program provides a formal channel for raising interpretive questions, though the Bureau retains discretion over which submissions warrant public guidance responses.

California has once again expanded its regulation of financial services. On September 30, 2026, Governor Gavin Newsom signed Assembly Bill 2116, which will subject a broad range of commercial financing providers and brokers to licensing, substantive conduct requirements, and regulatory oversight by the California Department of Financial Protection and Innovation (DFPI). A legislative analysis of the Bill appears here.

When a merger or acquisition utilizes an earnout to bridge a valuation gap, the closing date does not mark the end of risk for the seller. Once ownership transfers, the buyer controls the operational levers that dictate whether revenue, gross margin, or EBITDA targets will actually be reached. Sellers frequently assume that if a buyer later sets aside the target company, redirects business opportunities, or alters accounting practices post-closing, Washington contract law provides an automatic fix.

On April 6, 2026, the same day that the Colorado Supreme Court issued its decision in Ralph L. Wadsworth Construction Company, LLC v. Regional Rail Partners, Governor Jared Polis signed Senate Bill 26-074 into law. The legislation, which took effect on August 12, 2026, clarifies the amounts that may be included in mechanic’s liens and public construction payment claims, as well as the circumstances under which those claims may be considered excessive.

Two recent Delaware Court of Chancery decisions illustrate why the answer belongs in the acquisition agreement. In re Saama Technologies Litigation, decided September 28, 2026, and ACON Igloo Holdings, LLC v. Dometic Corporation, decided September 30, 2026, address disputes over efforts to achieve an earnout and the buyer’s response. For deal participants, the practical lesson is to negotiate the operating rules and calculation process with the same care as the headline payout.

As a business and intellectual property attorney, I spend much of my practice helping corporate clients protect and enforce their intellectual property through patents. But patents are not the only game in town. Trade secrets offer an equally valid, and in many cases, a more practical and affordable means of protecting valuable proprietary information, provided a company implements and maintains reasonable protective measures.