United States: Corporate and Company Law

A periodic digest of the headlines, statutory and regulatory changes and court cases involving campaign finance, lobbying compliance, election law and government ethics issues at the federal, state and local level.

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There was a time, not all that long ago, when a single attorney could reasonably handle the legal needs of a family or a small business across almost any subject that came up. The world those clients lived in was simpler. The contracts were shorter. The regulations were fewer. The tax code was thinner. The disputes tended to follow familiar paths.

Colorado regulates marijuana businesses through the state Marijuana Enforcement Division (MED), while local jurisdictions retain separate licensing and regulatory authority over marijuana businesses within their boundaries. The current Colorado Marijuana Rules are codified at 1 CCR 212-3 (version effective January 5, 2026). Because state rules, forms, fee schedules, and local ordinances can change, applicants should confirm relevant requirements before filing or closing a transaction.

The Conference of State Bank Supervisors has endorsed legislation clarifying DIDMCA's Section 525 opt-out provision, supporting the view that states cannot regulate out-of-state banks simply because borrowers reside in their jurisdiction. This position aligns with federal banking regulators as the House Financial Services Committee prepares to mark up H.R. 7866, which would codify this interpretation and preserve the dual banking system's regulatory balance.

The Delaware Court of Chancery issued the first opinion analyzing the DGCL Section 144 safe harbors in the context of a challenged merger transaction involving a conflicted director/officer, holding the safe harbors were unavailable at the pleading stage but dismissing most defendants under common law protections.

The OCC and FDIC have announced a final rule that redefines "unsafe or unsound practice" under Section 8 of the Federal Deposit Insurance Act and revises the framework for Matters Requiring Attention (MRAs). Taking effect November 2, 2026, the rule establishes new regulatory standards governing when agencies may identify unsafe or unsound practices, narrowing the scope to focus on material financial risks and compliance with banking laws while creating separate supervisory communications for less significan

On August 20, 2026, the Small Business Administration (SBA) proposed to materially amend the way it establishes size standards for purposes of federal procurement.

When a holding company injects equity capital into its subsidiary bank, does this transaction trigger Regulation W's restrictions? Understanding the distinction between an affiliate purchasing bank stock versus a bank investing in affiliate securities is critical for compliance with Section 23A requirements and avoiding unnecessary regulatory constraints on capital transactions.