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5.18.26
The “Friendly Buyer” Fallacy: Why U.S. Ownership Is No Longer a Regulatory Safe Bet
Over the past decade, the number of countries with foreign direct investment (FDI) screening regimes has more than doubled. What was once a niche, rarely-used regulatory tool has become a standard feature of global deal-making and a routine consideration in cross-border M&A, including U.S. to U.S. transactions that involve the indirect acquisition of foreign subsidiaries. As jurisdictions continue to strengthen their FDI screening regimes, parties are seeing more U.S.-led deals encounter longer and more intrusive reviews and increasingly complex conditions as a condition of approval.
Client Advisories
5.07.26
North Korea-Linked Schemes to Obtain Employment in U.S. Tech Companies: What You Need to Know and How to Respond
During the past few years, operatives associated with the Democratic People’s Republic of Korea (North Korea or the DPRK) have reportedly infiltrated hundreds of U.S. companies by fraudulently posing as legitimate remote IT workers. The perpetrators, together with accomplices across multiple jurisdictions (including inside the U.S.), funnel wages back to North Korea in violation of economic sanctions, and in many cases steal company data, source code, and trade secrets. In a smaller subset of cases, after being discovered and terminated, perpetrators have released, or threatened to release, sensitive company data and attempted to extort ransom payments.
Alerts
3.30.26
Re-Routing the Market: FCC Adds Foreign-Produced Consumer Routers to Its Covered List
On March 23, 2026, the Federal Communications Commission (FCC) added consumer-grade routers produced in foreign countries to its Covered List (Router Action), with limited exceptions for routers that have been granted a Conditional Approval by the U.S. Department of Defense (DoD), also referred to as the U.S. Department of War (DoW), or the U.S. Department of Homeland Security (DHS).
Alerts
2.17.26
Questions About AI in Shareholder Engagement Meetings
With the impact of artificial intelligence (AI) on everyone’s mind, companies are seeing investors ask an increasing number of AI-focused questions in shareholder engagement meetings. These questions reflect a growing consensus among institutional investors that effective AI governance is inextricably linked to fiduciary duty, long-term financial performance, and sustainable economic growth drivers. Although the answers to these questions are necessarily company-specific, we believe that it is important for companies to prepare for AI-related questions from investors.
Newsletters
9.18.25
2025 Mid-Year Technology and Life Sciences PIPE and RDO Report
Dive into our mid-year review of 68 PIPEs and RDOs by U.S. technology and life sciences firms between January 1 and June 30, 2025. Key findings include a decline in life sciences activity and robust strength in the technology sector.
Client Advisories
3.31.25
The Non-U.S. Start-Up’s Guide to Navigating the U.S. Tax Implications of U.S. VC Investment
U.S. start-up investors are increasingly looking overseas for investment opportunities. As U.S. investment in UK and other non-U.S. start-ups rises, founders of those start-ups should be aware of the potential impact of the “controlled foreign corporation” (CFC) and “passive foreign investment company” (PFIC) taxation regimes on U.S. investors who invest in non-U.S. start-ups.
Alerts
3.27.25
The Corporate Transparency Act Is Now Just for Foreign Reporting Companies
On March 21, 2025, FinCEN released an interim final rule (IFR) removing the requirement for U.S. companies and U.S. persons to submit beneficial ownership information (BOI) reports under the Corporate Transparency Act (CTA).
Alerts
3.26.25
Delaware Enacts Landmark Corporate Law Amendments
On March 25, 2025, the Delaware legislature and Governor enacted landmark amendments to the Delaware General Corporation Law that will have significant impacts for Delaware corporations and transaction planning. The amendments respond to recent concerns over Delaware law that had arisen in the market and should, in our view, restore the stability, predictability, and balance that long characterized Delaware law. The Delaware Governor and legislative leaders announced the underlying legislation on February 17, 2025, and the Delaware legislature acted swiftly and decisively to ensure that Delaware law remains workable for its various constituents.
Newsletters
3.25.25
2024 Technology and Life Sciences PIPE and RDO Report
Dive into our comprehensive review of 205 PIPEs and RDOs by U.S. technology and life sciences firms for 2024. Following several years of low capital market activity, 2024 saw a significant increase compared to 2022 and 2023. However, ongoing volatility may lead companies to seek alternatives to traditional underwritten offerings for their financing needs.
Alerts
3.05.25
U.S. Treasury Department Announces Changes to the BOI Reporting Requirements Under the Corporate Transparency Act
On March 2, 2025, the Department of Treasury confirmed in a press release that it will not enforce any penalties or fines associated with the BOI reporting requirements under the existing regulatory deadlines. The Department of Treasury has indicated its intention to propose revisions to the BOI reporting requirements that will narrow the scope of the rule to affect only foreign reporting companies. Additionally, the Department of Treasury announced that it will not enforce any penalties or fines against U.S. citizens or domestic reporting companies after these new, anticipated rule changes take effect.
Newsletters
2.27.25
2024 Technology and Life Sciences IPO Report
Wilson Sonsini's 2024 Technology and Life Sciences IPO Report provides in-depth analysis on 33 initial public offerings (IPOs) completed by U.S.-based technology and life sciences companies in 2024 with deal values exceeding $75 million. Despite a lower overall IPO activity compared to the pandemic-era boom, 2024 witnessed a significant increase in deal volume, indicating a growing traction in the IPO market as macroeconomic conditions stabilized.
Alerts
2.24.25
The Corporate Transparency Act is Back On–Again!
On February 18, 2025, the U.S. District Court for the Eastern District of Texas granted the federal government’s motion for a stay pending appeal and lifted the nationwide preliminary injunction in Smith, et al. v. U.S. Department of the Treasury, et al., 6:24-cv-00336 (E.D. Tex.).