Insights

Since December of last year, the status of the CTA has been in a state of perpetual flux, following a dizzying series of federal court rulings and FinCEN announcements. On February 28, 2025, we reported that FinCEN paused enforcement actions for entities required to report under the CTA’s Beneficial Ownership Information Reporting Rule (BOI Rule) until FinCEN issued an interim final rule providing new guidance regarding the BOI Rule’s requirements and associated deadlines. Then, on March 2, 2025, Treasury went a step further, indicating that it would altogether cease enforcement against U.S. citizens and domestic reporting companies for violations of the BOI Rule, explaining that it would instead issue proposed rulemaking to narrow the scope of the BOI Rule to “foreign reporting companies” only and set new reporting deadlines. 

On March 20, 2025, Florida Attorney General James Uthmeier announced an investigation into whether two leading proxy advisors’ advice involving the consideration of Environmental, Social, and Governance (ESG) and Diversity, Equity, and Inclusion (DEI) constitutes deceptive or unfair trade practices under Florida law or a violation of Florida antitrust law.

Despite other sweeping changes to the federal government under the Trump administration, the Modernization of Cosmetics Regulation Act of 2022 (MoCRA), passed under former President Biden, remains good law. Below, we report on recent trends in FDA’s implementation and enforcement of MoCRA in the early months of Trump’s presidency.

Senators John Cornyn(R-Texas), Chuck Grassley (R-Iowa), Richard Blumenthal (D-Conn.), and Dick Durbin (D.-Ill.) recently sponsored two bills, introduced on March 14th, that would affect patents in the pharmaceutical industry.

On March 24, 2025, the Federal Risk and Authorization Management Program (FedRAMP) unveiled “FedRAMP 20x,” a proposal to make FedRAMP more efficient by automating FedRAMP security assessments and continuous monitoring, simplifying required technical controls, and leaning on industry to provide tooling and solutions to support automation. 

Deciding that it might be time to explore a sale of a family or founder owned business can be an intimidating task, but what can make it even more daunting is being unprepared for what comes next. This article sets forth the high-level steps that should be taken early on ahead of any merger or acquisition event (whether it be assets sale, equity sale, merger, or otherwise) for such businesses to ensure as smooth of a sale as is possible. Some of the items below are steps to take to protect your business, others are proactive steps that potential buyers will generally want to see, but all are generally best market practices.

In a significant decision for generic drug manufacturers, the Federal Circuit recently affirmed that litigation expenses incurred in defending Hatch-Waxman patent lawsuits are deductible as ordinary and necessary business expenses under the Internal Revenue Code (IRC). The ruling in Actavis Laboratories FL, Inc. v. United States, No. 23-1320 (Fed. Cir. Mar. 21, 2025), resolves a key tax dispute, allowing tax deductions for these expenses in the year they are incurred rather than capitalizing them over time. This outcome provides clarity and potential tax benefits for qualifying businesses navigating the interplay of patent litigation and FDA drug approvals.

On Wednesday, March 5, 2025, the United States Patent Trial and Appeal Board (“PTAB”) handed down the latest decision in the COVID vaccine proceedings between Pfizer Inc. (“Pfizer”) and BioNTech SE (“BioNTech”) and ModernaTX, Inc. (“Moderna”). The PTAB found all challenged claims unpatentable in two patents held by Moderna related to Moderna’s COVID-19 vaccine technology: U.S. Patent Nos. 10,702,600 (the “’600 patent”) and 10,933,127 (the “’127 patent”), both entitled “Betacoronavirus mRNA Vaccine.”

On March 20, 2025, President Trump signed an Executive Order titled “Improving Education Outcomes by Empowering Parents, States, and Communities”.

On March 18, President Trump fired the Federal Trade Commission’s two Democratic Commissioners, Alvaro Bedoya and Rebecca Kelly Slaughter. The move represents the latest effort by the Trump administration to exert greater control over executive-branch agencies, including bi-partisan independent agencies like the FTC.

On March 20, 2025, the White House issued Executive Order (“EO”), “Eliminating Waste and Saving Taxpayer Dollars by Consolidating Procurement,” to consolidate domestic civilian contracting for “common goods and services” within one agency—the General Services Administration (“GSA”). The EO defines “common goods and services” as those described in the Category Management system first developed as part of a previous effort, dating back to 2014, to coordinate spending across the government.

On March 12, the California Consumer Privacy Protection Agency (“Agency”) announced it had entered into a settlement (“Settlement”) with American Honda Motor Company (“Honda”) to resolve the Agency’s claims that Honda violated the California Consumer Privacy Act (“CCPA”). The total fine to be paid by Honda is $632,500. The investigation came out of the Agency’s Enforcement Division’s focused review of privacy practices of connected vehicles and related technologies announced in July 2023. That review highlighted vehicles with embedded features such as location sharing, smartphone integration, and cameras, and we expect more automotive related Agency settlements to be issued in the near future.

The Annual Global Fund Finance Symposium was held in Miami from 26-28 February 2025. The symposium typically brings together all major market participants in fund finance and this year was no exception, with over 2,500 delegates attending.

In 2023 and 2024, several U.S. states enacted extensive “Right to Repair” laws, reflecting a growing legislative focus on ensuring consumers have access to the parts and resources needed to repair their own products without relying on the product’s original manufacturer. Most recently, California, Colorado, Minnesota, New York, Massachusetts, and Oregon implemented comprehensive regulations aimed at providing consumers direct access to tools, parts, and information for the repair of various electronic devices and equipment, including digital products and agricultural machinery. As the “Right to Repair” movement continues to gain significant traction across the United States, it is critical that manufacturers understand these laws and how these laws will impact their individual businesses.

The Digital Markets, Competition and Consumers Act 2024 (the “Act”) received Royal Assent on 24 May 2024. Its focus is to bolster competition in the UK and ultimately, protect consumers. The Act makes significant changes by introducing new obligations and providing direct enforcement powers to the Competition and Markets Authority (CMA). Businesses will need to be aware of the new changes from the outset and adopt a proactive approach to their implementation, crucially to avoid being subject to unwanted penalties for breaches.

From the inception of the secondary market for syndicated bank loans some 35 years ago, we have seen continuous movement in the direction of increased liquidity for the asset, but recent developments in this market point toward a reversal of this trend.

On February 26, the European Commission presented its Clean Industrial Deal (CID). As a follow-up to the European Green Deal, the CID aims to strengthen the competitiveness of European industry while at the same time accelerating the decarbonization of the economy.

The Securities and Exchange Commission (SEC) has issued a no-action letter providing interpretive guidance on the verification of accredited investor status in offerings conducted pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933. Rule 506(c) permits issuers to engage in general solicitation or advertising in private offerings, provided that all purchasers are accredited investors and the issuer takes “reasonable steps” to verify the accredited status of all investors. The no-action letter introduces a streamlined approach, stating that, absent contrary indications known to the issuer, reliance on sufficiently high minimum investment thresholds—coupled with specific written representations from purchasers—may satisfy the verification requirement.

On March 5, 2025, the European Commission presented a comprehensive Action Plan to boost the global competitiveness of the European Union’s automotive industry and support its transition to zero-emission, connected, and automated vehicles.

On February 27, 2025, the Court of Justice of the European Union (“CJEU”) issued a ruling about the requirements on data controllers to respond to data access requests regarding an automated decision-making system. In particular, the CJEU interpreted the meaning (under Article 15(1)(h) GDPR) of the phrase “meaningful information about the logic involved” in automated decision-making. Importantly, the ruling also separately addressed how to balance data access rights with the protection of the controller’s trade secrets, when the protection of trade secrets is invoked under Article 15(4) as a reason not to disclose a copy of personal data in an access request.