Author Info for Wyrick Robbins Yates & Ponton LLP

Christopher Agoranos

Enhanced Accommodations for Issuers Submitting Draft Registration Statements

On March 3, 2025, the Securities and Exchange Commission’s (the “SEC’s”) Division of Corporation Finance announced that it is expanding the accommodations available for issuers that submit draft registration statements for… more

Capital Markets, Disclosure Requirements, Filing Requirements, Initial Public Offering (IPO), Investment

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Thomas Allen

Down Rounds – What Are They and How to Mitigate Litigation Risk

“Down rounds” and why they are contentious - Early-stage companies often raise capital in multiple rounds. While founders and investors hope that a company’s valuation is on a one-way trip upwards, the next round could be at… more

Capital Raising, Controlling Stockholders, Down Rounds, Early Stage Companies, Fiduciary Duty

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Tammey Burroughs

DOL’s New Salary Threshold Makes Millions of Employees Eligible for Overtime

On April 23, 2024, the U.S. Department of Labor (“DOL”) issued a final rule (the “Rule”) increasing the minimum salary threshold for employees exempt from the overtime pay requirements established by the Fair Labor Standards Act… more

Department of Labor (DOL), Employer Liability Issues, Exempt-Employees, Fair Labor Standards Act (FLSA), Federal Labor Laws

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Amy Cassalia

Fraud in M&A Transactions – Why should parties focus on it?

Treatment of fraud is a key issue in M&A transactions and often a heavily negotiated point. Acquisition agreements often include “fraud carve-outs” – exclusions for fraud from highly negotiated limitations as to survival of… more

Carve Out Provisions, Contract Negotiations, Corporate Sales Transactions, Fraud, Representations and Warranties

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Sarah Couillard

Key Employee Benefits Changes Under the One Beautiful Bill Act

The One Big Beautiful Bill Act (OBBBA or the “Act”), signed into law on July 4, 2025, introduces a broad set of changes impacting employee benefits and executive compensation. This summary highlights the provisions most likely… more

529 Plans, Benefit Plan Sponsors, Dependent Care Assistance Program (DCAP), Employee Benefits, Employer Group Health Plans

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Cassandra Creekman

The Justice Department’s New Rule on Access to U.S. Sensitive Personal Data and Government-Related Data by Countries of Concern or Covered Persons: A Guide to Determining Whether Your Business is Covered

On April 8, 2025, the Department of Justice’s new rule on Access to U.S. Sensitive Personal Data and Government-Related Data by Countries of Concern or Covered Persons took effect. The rule, referred to by DOJ as the Data… more

Covered Transactions, Data Security, Department of Justice (DOJ), Executive Orders, Export Controls

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Michael DeFrank

Staying on the Front Foot in the Face of Mass Arbitrations

Introduction - For many of us, fall means football. And regardless of whether your football flavor is the American pigskin variety, or the beautiful game we call soccer in the United States, you can appreciate the… more

Arbitration, Arbitration Agreements, Class Action, Consumer Contracts, Defense Strategies

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Taylor Emory

Combatting Seller Impersonation Fraud with Respect to Vacant, Unencumbered Land

The Emergence of Seller Impersonation Fraud - Recent reports from various title companies and other leaders in the real estate industry show that across the United States, systematic fraudulent schemes involving sophisticated… more

Buyers, Commercial Property Owners, Deeds, Fraud, Fraud Alerts

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Todd Eveson

Structuring M&A Agreements – Five Lessons from the Tiffany & Co. V. LVMH Affair

It was a whirlwind affair. The Manhattan socialite and the sophisticated Parisian. Tiffany & Co. (NYSE: “TIF”) and LVMH, Moët Hennessy Louis Vuitton SE (OTC: “LVMUY”), announced their engagement, via joint press release, on… more

Acquisition Agreements, Choice-of-Law, Contract Terms, Corporate Counsel, Corporate Sales Transactions

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Sean Fernandes

U.S. District Court Vacates HIPAA Reproductive Health Privacy Rule Nationwide

A U.S. District Court in the Northern District of Texas has vacated most of the HIPAA Privacy Rule to Support Reproductive Health Care Privacy (the “Rule”) in the case of Purl v. DHHS. The ruling, which has immediate nationwide… more

Administrative Procedure Act, Attestation Requirements, Covered Entities, Data Privacy, Department of Health and Human Services (HHS)

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Robert Futrell Jr.

An Environmental Primer for Lenders

Given the current demand for downtown properties, borrowers are acquiring contaminated properties like never before. Against this backdrop, lenders should become familiar with the basics of environmental laws imposing… more

ASTM, CERCLA, Contaminated Properties, Deed-in-Lieu of Foreclosure, Environmental Liability

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Andrew Gibbons

SEC Adopts Final Rules Relating to SPACs, Shell Companies, and De-SPAC Transactions

On January 24, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new rules and guidance affecting initial public offerings (“IPOs”) of special purpose acquisition companies (“SPACs”) and business combinations… more

Capital Markets, Capital Raising, Corporate Sales Transactions, Disclosure Requirements, Initial Public Offering (IPO)

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Jonathan Greene

FinCEN Issues Revised Corporate Transparency Act Rule; Domestic Companies Exempt

On March 21, 2025, the Financial Crimes Enforcement Network (“FinCEN”) issued an interim final rule under the Corporate Transparency Act. The revised rule changes the definition of “reporting company” to mean any entity that is… more

Beneficial Owner, Business Entities, Business Ownership, Compliance, Corporate Transparency Act

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Amy Hallman

SEC Adopts Changes to Schedule 13D and Schedule 13G

On October 10, 2023, the Securities and Exchange Commission (the “SEC”) adopted final rules amending Schedules 13D and 13G under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to update reporting rules and… more

Beneficial Owner, EDGAR, Final Rules, New Regulations, Publicly-Traded Companies

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Christie Hartinger

Preparing for an Exit: Tips for a Smoother Sale of your Business

We’re often asked what advice we’d give to business owners that have an exit transaction on the horizon. Our answer? It’s never too early to begin preparing. Below are a number of key preliminary steps that a private company… more

Acquisition Agreements, Business Strategies, Business Succession, Corporate Sales Transactions, Estate Planning

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Matthew Higgins

Mechanics and Advantages of Reverse Triangular Mergers

In structuring a transaction, parties consider a variety of forms of business combination depending on the specifics of the buyer’s goals, the target’s business, transferability of the target’s assets, and various tax… more

Business Continuity Plans, Buyers, Change of Control, Corporate Sales Transactions, Liability

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Jim Hoch

Key Employee Benefits Changes Under the One Beautiful Bill Act

The One Big Beautiful Bill Act (OBBBA or the “Act”), signed into law on July 4, 2025, introduces a broad set of changes impacting employee benefits and executive compensation. This summary highlights the provisions most likely… more

529 Plans, Benefit Plan Sponsors, Dependent Care Assistance Program (DCAP), Employee Benefits, Employer Group Health Plans

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Kiran Jeevanjee

ConnectiCut to the Chase: Lessons from the Connecticut AG's Latest CTDPA Enforcement Report

On April 17, 2025, the Connecticut Office of the Attorney General (“OAG”) released an Updated Enforcement Report Pursuant to the Connecticut Data Privacy Act (“Report”). The Report, the second issued by OAG (read our takeaways… more

Biometric Information, Connecticut, Consumer Privacy Rights, Data Privacy, Enforcement Actions

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Elizabeth Johnson

Addressable No More: HHS Proposes Significant Changes to HIPAA Security Rule

On December 27, 2024, the Department of Health and Human Services (“HHS”) proposed substantial revisions to the 20-year-old HIPAA Security Rule. Comments on the proposal will be due within sixty days of its publication in the… more

Compliance, Cybersecurity, Department of Health and Human Services (HHS), Electronic Protected Health Information (ePHI), Health Care Providers

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Sam Kennedy

Yonder Window Breaks: Earnout Covenants in Acquisitions

Earnouts, which provide sellers payouts if certain post-closing milestones are reached, have become increasingly popular in recent M&A transactions given today’s uncertain regulatory and financial climate. Inflation, supply… more

Acquisition Agreements, Breach of Contract, Contract Terms, Corporate Sales Transactions, Merger Agreements

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J. Blakely Kiefer

Significant CON Reform May Be Coming to North Carolina (UPDATED)

(UPDATE) On March 27, 2023, Governor Roy Cooper signed into law House Bill 76, An Act to Provide North Carolina Citizens with Greater Access to Healthcare Options, a copy of which can be found here: Session Law 2023-7. As… more

Certificate of Need, Health Care Providers, Healthcare, Healthcare Facilities, Hospitals

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Joe Kimmet

Are My Taxes Going Up? Seven Proposals to Watch from the House Ways and Means Committee’s Draft Tax Legislation

Congress has other plans for tax practitioners this fall, starting with the House Ways and Means Committee’s initial draft of major tax legislation. The draft legislation proposes far-reaching changes to existing tax laws,… more

Biden Administration, Capital Gains Tax, Corporate Taxes, Income Taxes, Internal Revenue Code (IRC)

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Lorna Knick

SEC Pauses Climate Disclosure Rules

On April 4, 2024, the Securities and Exchange Commission (the “Commission”) voluntarily issued an order staying its recently adopted climate disclosure rules (the “Final Rules”), pending the completion of judicial review of the… more

Capital Markets, Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements

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Trace Larabee

What is Venture Capital and Why Does It Matter?

The moniker “venture capital” is believed to have originated from the financier John Hay Whitney. Having served in World War 2, Whitney returned to the United States with a new mission: to spread American ideals of free… more

Early Stage Companies, Emerging Growth Companies, Equity Financing, Investment, Investors

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S. Blake Leger

SEC Issues Proposed Rules on Disclosures Surrounding Stock Repurchases

On December 15, 2021, the Securities and Exchange Commission (SEC) proposed amendments to modernize and improve disclosure about repurchases of an issuer’s equity securities that are registered under Section 12 of the Securities… more

Comment Period, Disclosure Requirements, Equity Securities, Proposed Amendments, Regulatory Reform

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J. Christopher Lynch

SAFE Financing – a Deep Dive on the Evolution of the SAFE

As we’ve noted in a previous article, the Y Combinator-hosted SAFE (Simple Agreement for Future Equity) has become the investment contract of choice for startup companies that have already attracted investors. However, the SAFE… more

Capital Raising, Early Stage Companies, Emerging Growth Companies, Entrepreneurs, Financial Services Industry

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Clay Martin

What are IP Assignment Agreements?

For the high-growth startups we represent (and into which our venture capital clients invest), intellectual property (IP) is typically the core asset driving the company’s value. Ensuring that the company’s IP is properly owned… more

Confidentiality Agreements, Contract Terms, Copyright, Emerging Growth Companies, Intellectual Property Protection

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Molly Martinson

First Lawsuit Filed under Washington’s My Health My Data Act

After Washington adopted the My Health My Data Act (MHMDA) almost two years ago, we and others predicted that the law would lead to a wave of private lawsuits against companies operating in or adjacent to the health space… more

Biometric Information, Compliance, Consent, Consumer Privacy Rights, Data Collection

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Nicholas Massey

NYSE Proposes to Limit Use of Reverse Stock Splits

Brief Summary - In September 2024, the New York Stock Exchange (“NYSE”) proposed a rule change intended to curb the excessive use of reverse stock splits as a means of regaining compliance with certain listing standards… more

Financial Markets, Listing Standards, NYSE, Publicly-Traded Companies, Reverse Stock Splits

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Brian McCracken

Texas Federal Court Turns Back Time on DOL’s 2024 Overtime Rule

On November 15, 2024, a federal court in the Eastern District of Texas issued an order striking down the U.S. Department of Labor’s 2024 rule raising the salary threshold for the Fair Labor Standards Act’s most common overtime… more

Department of Labor (DOL), Exempt-Employees, Fair Labor Standards Act (FLSA), Highly Compensated Employees, Minimum Salary

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Daniel Palmieri

FTC Non-Compete Ban: What Employers Need To Know

On April 23, 2024, the Federal Trade Commission (“FTC”) issued a final rule (the “Rule”) that would ban almost all non-competition agreements in the United States. The Rule comes a little over a year since the FTC proposed its… more

Competition, Employer Liability Issues, Employer Responsibilities, Employment Contract, Federal Trade Commission (FTC)

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Alex Pearce

California’s New CCPA Cybersecurity Audit Regulations: A Roadmap to “Reasonable” Security?

Last week, the California Privacy Protection Agency (“Agency”) approved adoption of detailed new regulations under the CCPA that will include (among other notable components) a rule requiring annual cybersecurity audits for… more

Audits, California Consumer Privacy Act (CCPA), Compliance, Cybersecurity, Data Privacy

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Alyssa Pearce

Connecting the Dots: Privacy Law Updates from the Nutmeg State

On June 24, 2025, the Connecticut governor signed into law SB 1295, a bill amending the Connecticut Data Protection Act (CTDPA). The bill will cause CTDPA to reach more entities, more data, and more data processing activities… more

Connecticut, Consumer Privacy Rights, Data Privacy, Enforcement, Exemptions

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Lynn Percival IV

Don’t Call It a Breach Rule: FTC Health Breach Notification Rule Has Been Here for Years, Now Updated to Serve as a Backdoor Privacy Regulation

As our loyal Practical Privacy readers may remember, back in December of 2021, the Federal Trade Commission (the “FTC” or “Commission”) began a rulemaking process to update the Commission’s Health Breach Notification Rule (the… more

Breach Notification Rule, Data Breach, Data Privacy, Data Security, Electronic Medical Records

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Annalise Perry

What is A Dual-Class Stock Structure and Do I Want It?

What is a Dual-Class Stock Structure? A dual-class stock structure basically means that a company has given disproportionate voting rights to one group of shareholders, typically its founders… more

Corporate Governance, Dual Class Share Structures, Publicly-Traded Companies, Securities Regulation, Voting Rights

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Christopher Poe

Anatomy of a Venture Financing

Whether you’re a first-time founder or a serial entrepreneur, the process of obtaining venture funding can be complicated and confusing. Let’s look at the process of getting a venture financing to closing, and the primary deal… more

Charter, Emerging Growth Companies, Entrepreneurs, Financing, Investment Contract

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Donald Reynolds

Client Alert: SEC Approves Nasdaq Board Diversity Listing Rules

On August 6, 2021, the U.S. Securities and Exchange Commission (the “SEC”) approved Nasdaq Stock Market (“Nasdaq”) board diversity listing rules. These rules, which Nasdaq initially proposed in December 2020 and then revised in… more

Board of Directors, Corporate Governance, Disclosure Requirements, Diversity and Inclusion Standards (D&I), LGBTQ

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Stuart Rigot

SEC Adopts Final Cybersecurity Rules

Following up on our previous report from almost a year ago, the U.S. Securities and Exchange Commission (the “SEC” or “Commission”) has adopted final rules intended to enhance and standardize disclosures regarding cybersecurity… more

Corporate Governance, Cyber Attacks, Cyber Incident Reporting, Cybersecurity, Disclosure Requirements

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Grady Shields

An Environmental Primer for Lenders

Given the current demand for downtown properties, borrowers are acquiring contaminated properties like never before. Against this backdrop, lenders should become familiar with the basics of environmental laws imposing… more

ASTM, CERCLA, Contaminated Properties, Deed-in-Lieu of Foreclosure, Environmental Liability

See all updates »

Shin Song

Tracking the SEC’s Climate and ESG Task Force and its Enforcement Actions

Capital Markets In March of 2021, the U.S. Securities and Exchange Commission (“SEC”) announced the creation of a Climate and ESG Task Force (“Task Force”) in the Division of Enforcement. Prompted by increased investor focus and… more

Capital Markets, Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements

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T. Cullen Stafford

Fourth Circuit Expands Scope of Potential “Same-Sex Harassment”

In a unanimous decision, the U.S. Court of Appeals for the Fourth Circuit has become the most recent federal appellate court to expand the scope of conduct that may constitute same-sex harassment… more

Civil Rights Act, Employer Liability Issues, Hostile Environment, Same-Sex Harassment, Sexual Harassment

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Kevin Stanfield

New Twist in Wire Fraud Scams and Five Ways to Prevent Becoming a Victim

In June 2022, the FBI and Internet Crime Complaint Center (IC3) issued a warning about a new wire fraud scam involving attorney trust accounts and the acquisition of medical equipment that resulted in approximately $2 million in… more

Escrow Agents, FBI, Hackers, Risk Management, Scams

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Kyle Still

DOL’s New Salary Threshold Makes Millions of Employees Eligible for Overtime

On April 23, 2024, the U.S. Department of Labor (“DOL”) issued a final rule (the “Rule”) increasing the minimum salary threshold for employees exempt from the overtime pay requirements established by the Fair Labor Standards Act… more

Department of Labor (DOL), Employer Liability Issues, Exempt-Employees, Fair Labor Standards Act (FLSA), Federal Labor Laws

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Madalyn Strahl

What is Liquidation Preference?

In a venture capital deal, a liquidation preference refers to the payout investors receive in a liquidation event (like a sale or merger) prior to any payments made to the common stockholders. Venture capital investors almost… more

Investment, Investors, Liquidation, Preferences, Preferred Shares

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L. Diane Tindall

Do I Get Time Off from Work to Vote?

As Summer transitions to Fall, political ads are everywhere. Pumpkins, pigskins, polls and prognostications abound. Unless you live under a rock, you know 2024 is an election year. As election day approaches, employers should… more

Employee Rights, Employees, Employer Liability Issues, Employment Policies, Paid Leave

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S. Halle Vakani

SEC Adopts Amendments to Modernize Share Repurchase Disclosure

On May 3, 2023, the Securities and Exchange Commission (SEC) adopted amendments to modernize existing disclosure requirements relating to companies’ repurchases of their equity securities that are registered under Section 12 of… more

Corporate Governance, Disclosure Requirements, Publicly-Traded Companies, Repurchase Agreements, Securities and Exchange Commission (SEC)

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Holly Wagner

Amendment of Section 220 of the Delaware General Corporate Law

On March 25, 2025, Delaware enacted an amendment (the “Amendment”) to Section 220 of the Delaware General Corporation Law (“DGCL”). The Amendment clarifies what materials constitute a corporation’s “books and records.” It also… more

Board of Directors, Books & Records, Corporate Governance, Delaware, Delaware General Corporation Law

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Bridget Welborn

Not Just for Auto Dealers: What the FTC’s Updated Safeguards Rule Means for All Non-Bank Financial Institutions

Last month, the Federal Trade Commission issued guidance on the updated Safeguards Rule in the form of a set of Frequently Asked Questions for Automobile Dealers. Although directed to auto dealers, the FAQs are a useful… more

Automotive Industry, Data Breach, Data Protection, Data Security, Federal Trade Commission (FTC)

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Lee Whitman

Significant CON Reform May Be Coming to North Carolina (UPDATED)

(UPDATE) On March 27, 2023, Governor Roy Cooper signed into law House Bill 76, An Act to Provide North Carolina Citizens with Greater Access to Healthcare Options, a copy of which can be found here: Session Law 2023-7. As… more

Certificate of Need, Health Care Providers, Healthcare, Healthcare Facilities, Hospitals

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Maggie Wilder

Decoding Entity Selection: Considerations for Founders

What’s the Best Choice of Entity? When we work with founders to start their business, the question of which type of entity to form is often their first question. For many high-growth companies that are planning to obtain… more

Business Entities, Business Formation, C-Corporation, Equity Grants, Financing

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Clayton Williams

Key Employee Benefits Changes Under the One Beautiful Bill Act

The One Big Beautiful Bill Act (OBBBA or the “Act”), signed into law on July 4, 2025, introduces a broad set of changes impacting employee benefits and executive compensation. This summary highlights the provisions most likely… more

529 Plans, Benefit Plan Sponsors, Dependent Care Assistance Program (DCAP), Employee Benefits, Employer Group Health Plans

See all updates »

Wyrick Robbins Yates & Ponton LLP

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