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In This Update

Covering legal developments and regulatory news for funds, their advisers, and industry participants for the quarter ended March 31.

Rulemaking and Guidance

SEC Issues Frequently Asked Questions: 2025 Names Rule
Extension of Form PF Compliance Date
SEC Broadens Guidance on Accredited Investor Verification
SEC Extends Compliance Deadlines for Names Rule Amendments
Navigating the SEC’s New Marketing Rule FAQs: A Guide for Investment Advisers

SEC and SRO News

SEC Announces Departure of Acting Enforcement Director Sanjay Wadhwa

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Troutman Pepper’s Investment Management Group serves a wide range of businesses in the investment management community. Our practice involves three general areas: representation of registered investment companies and registered investment advisers, representation of alternative investment funds and investors in alternative products, and counseling regarding securities regulation, enforcement and litigation. Contact any of our professionals if you have questions about this update or any other investment management issues.

This article was republished by the EACCNY on June 2, 2025.

The Federal Trade Commission (FTC) has agreed to accept the new administration’s first settlement of a merger-enforcement challenge. The settlement includes the divestiture of three businesses and will allow Synopsys, Inc. to complete its $34 billion acquisition of Ansys, Inc.

Although the remedy is consistent with the previously announced remedies accepted by the UK’s Competition and Markets Authority and the European Commission (EC), the consent agreement is notable not only because it is the first of the administration but also because Chair Andrew Ferguson’s related statement discusses when this FTC will choose settlement instead of litigation.

The statement points to both practical and substantive factors as guideposts for its decisions, including impact of a settlement proposal on litigation, ability to fashion a remedy that is structural (not behavioral), quality of the asset package available for divestiture, and strength of the proposed divestiture buyer.

The Merger

The parties’ product portfolios are mostly complementary. Synopsys largely offers electronic design automation (EDA) software, services, and hardware used to design semiconductor devices, such as chips, and offers semiconductor intellectual property. Ansys mostly offers multi-physics simulation and analysis software and services to simulate and analyze the behavior of a product, process, or system using digital models. Some of these EDA tools are used by chip designers. The firms characterized the merger as the logical next step given their history of collaboration.

According to publicly available information, the parties filed the merger notifications in the UK and Europe in November 2024 before filing in the United States on January 29, 2025.

Theories of Harm

The FTC complaint alleges that Synopsys and Ansys are the only two competitors in optical software tools and that the transaction would give Synopsys the ability to determine input prices for producers of screens, lenses, and mirrors, including automotive, smartphone, camera, and television manufacturers. With respect to photonic software used for designing and simulating photonic devices, Synopsys and Ansys are head-to-head competitors and view each other as their closest competitor despite the presence of other competitors. Similarly, each party considers the other its closest competitor for Register Transfer Level (RTL) power consumption analysis tools, and market participants recognize them as such. For example, Synopsys and Ansys have each innovated their products in direct response to competition from the other.

The Settlement

The UK and the EC provisionally accepted the parties’ proposed remedy on January 8 and January 10, 2025, respectively. Although not yet final because the settlement remains subject to the public comment period, the FTC describes the consent order as “preserv[ing] competition across several software tool markets that are critical for the design of semiconductors and light simulation devices, which are used in a wide range of products.” Specifically, Synopsys will divest its optical software tools and photonic software tools, while Ansys will divest PowerArtist, a power consumption analysis tool. The settlement will also require the companies to provide a “limited amount” of technological support and transition services to the divestiture buyer so that it can immediately compete with the merged company.

Chair Ferguson issued a statement, which was joined by the two other commissioners, to explain his views on the role that remedies should play. Key points of the statement include:

Litigation is the only tool that the agency has to prevent anticompetitive acquisitions;
Although, in the past, not all merger remedies have been effective, they must be an option for the FTC;
Only settlements the agency believes are certain to address the proposed transaction’s anticompetitive effects are acceptable; and
The commission intends to publish a policy statement on its understanding of the role of remedies.

The agency should not disregard proposed settlements that would address a merger’s competition problems, because the parties can present that settlement as a remedy to the court during litigation. Courts often consider whether the proposed remedies would alleviate the competition concerns raised by the challenged transaction. Chair Ferguson acknowledges that even inadequate settlement proposals can complicate the agency’s litigation efforts and substantially increase its risks. To avoid relegating the judgments about the acceptability of remedies to the parties to the transaction and the courts, the FTC will not preclude the potential for consent agreements such as that proposed by Synopsys and Ansys.

Additionally, given the expense and staff time necessary to litigate antitrust cases, refusing to settle merger cases unnecessarily limits the impact that the FTC can have with its finite resources.

The statement also makes clear that the agency should only accept settlements when it is confident that the settlement will protect competition “to the same extent that successful litigation would.” As with prior administrations, behavioral remedies will be disfavored in merger matters. Also, structural remedies should typically involve the sale of a standalone or discrete business and all tangible and intangible assets necessary (1) to make that line of business viable, (2) to give the divestiture buyer the incentive and ability to compete vigorously against the merged firm, and (3) to eliminate to the extent possible any ongoing entanglements between the divested business and the merged firm. The agency needs also be confident that the divestiture buyer has the resources and experience necessary to make the business competitive.

Although the statement acknowledges that “settlements, where they resolve the competitive concerns that a proposed transaction creates, save the commission time and money that it can then deploy toward other matters,” Chair Ferguson explains that he would favor litigation over an uncertain settlement.

On June 1, new job posting requirements took effect in New Jersey under the New Jersey Pay and Benefit Transparency Act. The “Pay Transparency Act,” signed into law by Governor Phil Murphy in November 2024, requires employers to include information about compensation in job postings. Employers also must take steps to make current employees aware of internal promotional opportunities.

New Jersey joins 13 other states with some form of pay transparency requirement — in addition to similar laws already in effect in New York City and Jersey City. The trend will continue as pay transparency laws in other states, such as Massachusetts and Vermont, will become effective soon.

The Pay Transparency Act applies to employers that have 10 or more employees over 20 or more calendar weeks and who do business, employ persons, or take job applications within the state of New Jersey. This definition is expansive and includes, for example, companies that are incorporated, headquartered, or have a store or office physically located in New Jersey; out-of-state companies that have at least one employee who works in New Jersey; out-of-state companies that regularly contract with or sell products or services to New Jersey businesses or customers; and entities based outside of New Jersey that take job applications from New Jersey residents. The Act also applies to job placement, referral agencies, and other employment agencies. The transparency requirements, however, do not apply to efforts by consulting firms to identify potential candidates for future job openings as opposed to current job openings. Additionally, while temporary agencies are not required to include this information in job postings, they must provide the information at the time of the interview or hire for a new job opening.

Internal Notice

Much of the focus on this Act is given to the pay transparency requirements. However, the Act also requires employers to “make reasonable efforts” to notify all current employees in an affected department about opportunities for a promotion before a promotional decision is made, whether the opportunity is advertised internally or externally on an internet-based job posting.

The requirements under this section of the Act do not apply to promotions awarded to current employees based on years of experience or performance.

Pay Transparency

The Act requires both employers and job placement agencies (including temporary service and consulting firms) to include the following information in all job postings: (1) the exact hourly wage or salary, or hourly wage or salary range of the position, and (2) a general description of the benefits and other compensation programs for which the employee would be eligible. The range must have a starting and ending point; stating, for example, “up to $35 per hour” or “$70,000 per year and above” is not sufficient. This requirement applies to internal and external postings published on the internet, via posters and flyers, or on other similar advertisements.

Penalties

Employers are subject to fines of $300 for the first violation and $600 for all subsequent violations. If an employer publishes the same job posting in multiple places at the same time, for example, in a newspaper, job search website and social media, it will be considered one violation. However, if an employer advertises multiple roles at the same time, the state’s Department of Labor and Workforce Development will assess one penalty for each role where the posting is noncompliant with the Act.

Advice for Employers

The goal of New Jersey’s Pay Transparency Act, like the salary history ban (which prohibits employers from asking employees about their prior salaries before a conditional job offer is made), is to increase pay equity and enable current and prospective employees to make informed employment decisions by having information to determine if their compensation is fair. This is especially important in the state in light of New Jersey’s Equal Pay Act, which expanded the New Jersey Law Against Discrimination to make it an unlawful employment practice to discriminate against any protected class in the payment of wages.

To ensure equity, employers should conduct an internal review of pay ranges prior to any job posting. In addition to avoiding legal compliance issues, this type of review can uncover issues, enable employers to reconsider compensation levels, and more effectively recruit and retain employees.

Multistate employers should keep in mind that not all pay transparency laws are the same. It is important to be aware of differences in the law and comply with all applicable requirements in the states where you do business or employ employees.

Finally, as with any change in the law, it is important to notify key personnel in human resources, hiring roles, and department leaders about the new requirements under the Act and review and train them on Act requirements. Employers should plan next steps with the collaboration of all stakeholders.

Our team published new content and podcasts to the Consumer Financial Services Law Monitor throughout the month of May. To catch up on posts and podcasts you may have missed, click on the links below:

Every year, foreign lenders make thousands of loans to U.S. entities. The U.S. withholding tax on the related interest payments has been generally stable since 1984. The general rule is that interest paid under these loans from a U.S. borrower to a foreign lender is subject to a 30% U.S. withholding tax. However, for most of these loans, interest paid to the foreign lenders is not subject to U.S. withholding tax due to (1) the portfolio interest exemption,[1] (2) the application of an income tax treaty, or (3) the foreign lender being engaged in the business of lending in the U.S.[2] That stability may well be upended by “The One, Big, Beautiful Bill,” with proposed Code Section 899.

Section 899, if enacted as proposed, can significantly impact not only new credit facilities, but existing ones. As described below, Section 899 can impose a withholding tax of 5-20% on the interest earned by a foreign bank even if a tax treaty would otherwise apply a zero rate of withholding. The main focus of this alert is to discuss the possible impact on loans by non-U.S. banks to U.S. borrowers and to suggest some proactive planning that the borrowers may want to consider now to ameliorate the possibility for a significant increase in the amounts payable under the loan.

Proposed Section 899 would impose a retaliatory withholding tax of 5% (that can grow to 20%) on interest paid to a foreign bank if the foreign bank is resident in a discriminatory foreign country. A country is a discriminatory foreign country if it imposes unfair taxes. Unfair taxes include digital services taxes (DST), diverted profits taxes (DPT), taxes that may be imposed under the undertaxed profits rules (UTPRs) of Pillar Two, or other identified taxes that have a disproportionately negative impact on U.S. taxpayers.[3]

The view of Congress is that the retaliatory withholding tax is to be imposed even if an applicable treaty provides that the interest is to be subject to a U.S. withholding tax at a zero rate.[4]

Assume that a foreign bank has lent money to a U.S. borrower, and it was expected that the interest would not be subject to a U.S. withholding tax under the terms of an applicable tax treaty. A standard LSTA-style loan agreement entered into prior to Section 899’s enactment would provide that the borrower would be obligated to not only pay the withholding tax, but pay additional amounts so that the lender receives the same amount of cash it would have received if there was no withholding.[5]

Effective Date

If the bill is enacted by September 30, 2025, the increase in the withholding tax would be applicable for payments made after January 1, 2026, for calendar year taxpayers.[6] There is, however, a possible stay. The goal of the stay provision is to get non-U.S. countries to drop the “unfair taxes.” To enable the negotiations for that, the bill provides that no withholding is to start until Treasury releases a list of countries that are discriminatory foreign countries. At the same time, the revenue estimates for the bill assume that the Section 899 withholding is effective from the date of enactment, so it may be that Treasury expects to release the list soon after enactment.

Impact on Existing Loans

As noted above, if Section 899 is enacted, the change in law could have a meaningful effect on loan agreements entered into prior to Section 899’s enactment, if the borrower is required to “gross up” the lender for taxes imposed on the lender, other than certain “excluded taxes.” The new Section 899 tax would not be expected to be one of the standard excluded taxes in the case of a pre-existing loan agreement. The borrower generally bears the risk that after a lender becomes party to the loan, withholding rules will change and subject interest payments made under the loan to withholding taxes. So, if withholding rules change after the lender becomes a party to a loan, the borrower is generally required to pay additional amounts to make the lender whole with respect to that withholding tax because those “new” withholding taxes are not excluded taxes.

Considerations for Existing Loans

If Section 899 is enacted, borrowers under pre-existing agreements that are typical LSTA-style loan agreements would have two options to mitigate the impact of Section 899. First, the borrower may request that the lender designate a different lending office if changing the lending office would reduce or eliminate the Section 899 withholding, not subject the lender to any unreimbursed (by the borrower) costs, and is not otherwise disadvantageous to the lender.[7] Second, if changing lending offices doesn’t fully eliminate the need for a borrower gross-up, the borrower generally can require the lender to assign its interest in the loan to a lender that will be able to receive payments not subject to withholding. The borrower must pay the costs associated with the assignment. Whether the borrower would have the right to prepay the loan would be a dependent on the terms of the loan.

Moving Forward

The bill is now being considered in the Senate, and we will be following any revisions. There are also a number of sub-sections of proposed Section 899 that will require interpretation. This alert is meant to prompt U.S. borrowers to assess their possible exposure and consider pro-active measures that may be needed to be implemented this fall.

[1] A foreign bank that is earning interest from a U.S. borrower on a loan made in the ordinary course of business cannot earn portfolio interest.

[2] A foreign lender engaged in a U.S. trade or business either directly or through a disregarded subsidiary would not be subject to U.S. withholding tax by supplying an IRS Form W-8ECI. If the lender is a U.S. subsidiary of the foreign bank there is no withholding due, and proposed section 899 would not apply to impose one.

[3] All of the countries in EU have adopted UTPR, as have most of our significant trading partners, including Canada and the U.K. Thus, they would be discriminatory foreign countries.

[4] See, H.R. 119-106, Book 2 of 2, pg 1762 at n. 1533 (2025). Note that the same footnote advises that portfolio interest is not subject to Section 899.

[5] Query then if this retaliatory tax is really effective to penalize foreign lenders.

[6] If the bill is enacted after September 30, 2025, the section would first be effective on January 1, 2027. Rules for non-calendar-year taxpayers are beyond the scope of this alert.

[7] This may not be an easy task. If the foreign bank is headquartered in a discriminatory foreign country, moving the loan to a lending office in another jurisdiction is not expected to cleanse the Section 899 taint. Changing the lending office to a U.S. subsidiary office may be disadvantageous to the lender.

On May 29, the Supreme Court issued a unanimous opinion in Seven County Infrastructure Coalition v. Eagle County, Colorado that dramatically changes the way courts scrutinize federal agencies’ environmental reviews under the National Environmental Policy Act (NEPA). Justice Brett Kavanaugh, writing for a five-justice conservative majority (with Justice Neil Gorsuch abstaining), held that (a) courts must afford federal agencies “substantial judicial deference” regarding both the scope and contents of their environmental analyses; and (b) courts do not need to consider the effects of the action to the extent they are “separate in time or place” from the proposed project. The ruling gives federal agencies permission to greatly streamline their NEPA analyses at a time when those agencies are rapidly being drained of their resources and facing increasing pressure to expedite lengthy permitting processes.

The decision at issue in this case was the approval by the U.S. Surface Transportation Board (STB) of an 88-mile rail line connecting the oil-rich Uinta Basin in Utah to the rest of the national freight rail network. The environmental impact statement (EIS) acknowledged that the rail line could increase upstream oil production and downstream oil refining, but declined to analyze these impacts in detail. Environmental groups and an affected county sued in the District of Columbia Circuit, charging that STB should have fully analyzed these upstream and downstream impacts as “reasonably foreseeable.” The District of Columbia Circuit agreed and vacated both the EIS and the STB decision.

The Supreme Court voted unanimously to reverse. In upholding the STB NEPA analysis, Justice Kavanaugh drew a hard line between the low level of judicial deference owed to agencies when interpreting statutes, established in last year’s Loper Bright decision, and the high level of deference due to agencies when determining, among other things, which indirect impacts to analyze under NEPA, the appropriate level of detail for the analysis, the range of alternatives to be considered, and the significance of the impacts. He also lambasted lower courts that have second-guessed agencies and turned NEPA into a tool of project opposition. The majority laid out a clear litmus test for the scope of NEPA reviews: any actions other than the project itself (for instance, development that a project might reasonably be expected to catalyze) need not be analyzed. However, this permissive wording leaves open the possibility that agencies in a future administration could choose to draft broader EISs that do consider upstream and downstream projects (including those outside their jurisdiction) — and would be given judicial deference for those choices.

Justice Sonia Sotomayor, writing for the three liberal justices, concurred in the reversal of the District of Columbia Circuit but on a much narrower basis. Justice Sotomayor reasoned that because the STB had no statutory authority to consider the upstream and downstream effects of the rail line in its approval decision, it had no obligation under NEPA to analyze those effects. This was enough to uphold STB’s approval, Justice Sotomayor reasoned, so there was no need for the majority’s sweeping policy judgments.

The Supreme Court’s opinion offers federal agencies the ability to streamline and narrow their NEPA reviews. The opinion is consistent with Congress’ goals in the Fiscal Responsibility Act to streamline NEPA processes, as well as the administration’s efforts to overhaul agency NEPA regulations. The decision will also likely make it harder for litigants to prevail in challenges to infrastructure projects based on an agency’s failure to analyze indirect, remote, or speculative impacts.

On May 23, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) issued Syria General License 25 (GL 25), effectively lifting most sanctions imposed under the Syrian Sanctions Regulations (SSR) (31 C.F.R. Part 542). This move, foreshadowed by President Trump on May 13 during a speech in Riyadh, aims to support Syria’s economic recovery and reconstruction following the collapse of Bashar al-Assad’s regime in December 2024. Accompanied by a set of frequently asked questions issued on May 28, GL 25 reflects a broader U.S. strategy to foster stability and align with the new Syrian government’s efforts for a “fresh start” and to rebuild.

However, there remain U.S. and international sanctions risks in doing business in Syria. Designated terrorist groups continue to maintain a presence in certain areas, and those connected to the former Assad regime, drug traffickers, and others remain subject to U.S. sanctions. So careful diligence is warranted. Furthermore, the reimposition of sanctions remains a real possibility if the new Syrian government is not able to deliver on its promises. While the main sanctions on Syria have been lifted, stringent U.S. export controls on Syria remain in place.

Background

Syria has been under varying levels of U.S. sanctions since 1979, when it was designated a state sponsor of terrorism. These sanctions were expanded over the years through executive orders and legislation targeting the Assad regime’s human rights abuses, support for terrorism, and regional destabilization. The Syrian Civil War, erupting from pro-democracy protests in 2011, led to a major escalation of U.S. sanctions, most notably, under Executive Order 13582, the “blocking” of the Government of Syria, and the key prohibitions in the SSR such as on new investment in Syria and the provision of services to Syria. The most impactful congressional sanctions action, the Caesar Syria Civilian Protection Act of 2019 (the Caesar Act), set out broad “secondary sanctions” risks for non-U.S. persons in Syria.

Following Assad’s ouster, a new government led by President Ahmed al-Sharaa emerged. President al-Sharaa, who has historical affiliations with Hay’at Tahrir al-Sham, a Foreign Terrorist Organization and Specially Designated Global Terrorist group, has promised to prevent terrorist safe havens, protect minority rights, pursue non-aggression policies, and engage in counterterrorism cooperation, commitments the U.S. will be closely monitoring. A reimposition of sanctions is a real possibility if al-Sharaa’s government does not make enough progress to satisfy the Trump administration in key areas.

GL 25

GL25 authorizes transactions previously prohibited under the SSR, including the provision of services to Syria, new investment in Syria, the importation of or dealing in petroleum and petroleum products from Syria, dealings with the Government of Syria as constituted on or after May 13, 2025, and transactions with certain blocked persons listed in the annex to GL 25 (the Annex), as well as entities owned 50% or more by such blocked persons in the Annex. GL 25 also authorizes transactions by, to, and through the Central Bank of Syria and permits U.S. financial institutions to process such transactions, but it does not unblock any property of the Central Bank of Syria or any other property that was blocked as of May 22, 2025.

GL 25 does not authorize transactions involving individuals or entities on the List of Specially Designated Nationals and Block Persons (SDN List) not specified on the Annex, or entities of which they own 50% or more; nor does it permit otherwise restricted activity involving Russia, Iran, or North Korea, or their governments.

State Department Response

The U.S. Department of State issued a 180-day waiver of sanctions mandated under the Caesar Act that primarily impacted non-U.S. persons. The U.S. government retains discretion to impose these “secondary sanctions” based on activity that it views as undermining its policy goals in Syria. But this waiver removes the congressional “mandate” to impose sanctions based on a wide range of activities in Syria.

FinCEN Response

The U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued exceptive relief under Section 311 of the USA PATRIOT Act, allowing U.S. financial institutions to open and maintain correspondent accounts for the Commercial Bank of Syria (CBOS). This relief lifts previous prohibitions that had effectively isolated CBOS from the U.S. financial system. However, financial institutions must continue to adhere to due diligence obligations set forth under Section 312 of the USA PATRIOT Act.

Conclusion

GL 25 represents a bold U.S. policy shift to lift sanctions on Syria, driven by President Trump’s vision to give the country “a chance at greatness.” While GL 25 opens the door to new business opportunities in Syria, it introduces a complex and evolving compliance landscape. Syria is no longer subject to comprehensive U.S. sanctions, but it remains designated by the U.S. Department of State as a State Sponsor of Terrorism, and stringent export controls remain in place. Moreover, most transactions with many OFAC-blocked individuals and entities, and with designated Foreign Terrorist Organizations, remain prohibited.

For organizations seeking to reenter or expand operations in Syria, these dynamics underscore the need for enhanced due diligence, updated compliance controls, and a review of existing contracts that may no longer reflect current U.S. law and policy. It is important to note that GL 25 may be amended or revoked without notice, and the temporary waiver of the Caesar Act sanctions may lapse or be revoked based on political or security developments in Syria.

While GL 25 presents a narrow and conditional path forward, any engagement in Syria should be guided by a clear-eyed risk assessment and a proactive, adaptable compliance strategy.

Background

GL 25

State Department Response

FinCEN Response

Conclusion

While GL 25 presents a narrow and conditional path forward, any engagement in Syria should be guided by a clear-eyed risk assessment and a proactive, adaptable compliance strategy.

In Faiz Khan and Ralph Finger v. Warburg Pincus, LLC et al., the Delaware Court of Chancery held that the implied covenant of good faith and fair dealing was not applicable to a private equity sponsor’s amendment of a limited liability company (LLC) agreement to permit the payment of differential consideration in a transaction where the LLC agreement at issue specifically disclaimed fiduciary duties and a clear amendment provision was followed.

Facts

CityMD, initially owned by its physicians, became majority-owned by an entity controlled by Warburg Pincus (the WP investors) in 2017. In 2019, CityMD merged with Summit Medical Group, forming WP CityMD Topco LLC (the company). The company’s LLC agreement included certain minority protections, such as tag-along rights allowing minority unitholders to participate in transactions on equal terms with the WP investors, a waiver of fiduciary duties for the WP investors, allowing them to act in their own interests, and an amendment provision that required amendments to be approved by a majority vote of any class of holders whose rights would be adversely affected by the amendment.

In 2022, Warburg Pincus negotiated a merger with VillageMD, proposing different consideration for the WP investors, who would receive entirely cash consideration for their interests, and the minority holders, who would receive a mix of cash and rollover equity in VillageMD for their interests. To facilitate the merger under this structure, an amendment to the LLC agreement eliminating the minority’s tag-along rights would be required. The amendment was approved by the requisite class vote after minority unitholders received an information statement detailing the transaction, including the disparate consideration that would be received by the WP investors and minority holders.

Following the closing of the merger, the plaintiffs, who were minority investors in the company, sued, claiming coercion and unfair treatment.

Analysis

Among other things, the plaintiffs argued that the company and WP investors breached the implied covenant of good faith and fair dealing by “coercing” them into approving the LLC agreement amendment that terminated their tag-along rights and allowed for disparate consideration. As part of its analysis, the court highlighted that the implied covenant is a limited and extraordinary legal remedy that only applies to fill a gap when a contract is silent on certain conduct or matters at issue but does not apply when the contract specifically addresses the conduct at issue. According to the court, here, the LLC agreement specifically addressed the requirements needed to amend the LLC agreement, including the minority’s tag-along rights, leaving no gaps for the implied covenant to fill with respect to the amendment. The court also found that the LLC agreement specifically waived any fiduciary duties owed by the WP investors, which allowed the WP investors to act in their own best interests. Again, since the LLC agreement specifically addresses the WP investors’ conduct at issue, according to the court, there was no gap for the implied covenant to fill.

Takeaways

This case serves as a reminder that Delaware law respects the contractual terms agreed upon by parties, especially in the context of LLCs, which are creatures of contract and allow the complete elimination of fiduciary duties. The decision also underscores the importance of carefully negotiating and understanding contractual rights, and the need for specific and, if feasible, targeted minority blocking rights over future potential transactions.

Coinbase Global Inc. has asked the U.S. District Court for the District of New Jersey to certify an immediate appeal of the court’s decision, which allowed Securities Act of 1933 claims to proceed based on a statistical probability theory of traceability.

Click here to read the full article in The Legal Intelligencer.

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