As governments around the world invest trillions of dollars to address climate change, financial markets are rapidly directing capital towards environmentally sustainable projects. This growing field, often referred to as green finance, involves financial activities that support renewable energy, low-carbon infrastructure and climate adaptation plans. At the same time, FinTech is leveraging digital tools to enhance data transparency and transaction efficiency, which reshapes the structural design and trading methods of green finance investments. The United States is a useful case study because its financial markets, regulatory environment, and growing clean energy sector show how FinTech supports sustainable investment.

In the United States, FinTech-enabled green finance operates within a disclosure-oriented, transaction-centered regulatory environment, which is shaped by federal securities laws and tax incentives. This article analyzes the role of FinTech in sustainable and green finance, exploring its key contributions as well as the opportunities and challenges it brings for the development of green financial markets in the United States.

Unlike jurisdictions that rely on a centralized green classification system, the U.S. framework emphasizes the principles of materiality, investor protection, and enforcement against misleading statements. Within such a disclosure-based system, FinTech can help firms collect, verify and organize climate-related information in a way that complies with compliance obligations and reduces legal risks. Recent regulatory developments further illustrate how FinTech operates as infrastructure within the U.S. green finance framework.

In 2024, the U.S. Securities and Exchange Commission passed climate-related disclosure rules to enhance the uniformity and comparability of climate risk information in public company filings. These rules reflect the important principle under federal securities law: companies must disclose climate-related risks when those risks may affect investors’ decisions. Although the rules were almost immediately challenged in litigation and have been subject to a voluntary stay pending judicial review, the evolving regulatory landscape indicates that firms may continue to develop FinTech tools to collect, verify, and organize climate-related data in anticipation of potential disclosure obligations. Meanwhile, the U.S. Department of the Treasury and the Internal Revenue Service issued guidance on implementing the clean energy tax credit under the Inflation Reduction Act. This guidance focuses on transferable clauses and allows specific credit amounts to be sold to unrelated taxpayers. That transferability has created an active trading market, where FinTech platforms match buyers and sellers, standardize document processes and manage due diligence.

Within this regulatory environment. FinTech performs three key infrastructural functions in the U.S. green finance framework. Firstly, it reduces information asymmetry and strengthens the evidence base for climate-related disclosures. Big data system can integrate emission indicators, geospatial information and supply chain data into an auditable dataset. These records reduce the risk that sustainability statements in prospectuses or periodic reports will be questioned for material misrepresentation. Under a system where anti-fraud liability is central, a traceable and timestamped data architecture not only enhances operational efficiency but also strengthens legal defensibility.

Secondly, FinTech enhances the structuring and monitoring of green bonds and sustainability-linked instruments. These products rely on contractual commitments about the fund use or performance against stated indicators. The digital monitoring system automatically tracks key performance indicators (KPIs), while the blockchain-based workflow enhances the transparency of fund allocation. Because the United States does not have a unified federal classification system for green activities, institutions like the Climate Bonds Initiative have developed market standards that emphasize the importance of verification and transparency. In this context, technological traceability helps to make up the lack of a centralized classification framework, which increases the digital monitoring system’s credibility and boosts investors’ confidence.

Thirdly, digital platforms are reshaping the clean energy tax credit market. The Inflation Reduction Act’s transferability provisions have transformed specific tax credits into tradable financial assets. A platform that standardizes transaction processes, automates qualification verification and manages counterparty risks not only reduces transaction costs but also lets participants bypass professional intermediary institutions.

Despite this progress, structural challenges still exist. Regulatory fragmentation across securities, tax, environment and banking has increased uncertainty and driven up compliance costs. Political fluctuations related to climate policies may curb the issuance of green finance products. Furthermore, the inaccurate AI-driven climate models will lead to model risks, data quality issues and potential legal liabilities.

Therefore, the development of green finance in the United States based on FinTech holds both opportunities and constraints. Digital tools can enhance transparency, reduce transaction frictions, and support reliable climate capital allocation. However, the long-term effectiveness of these technologies will depend on a stable regulatory environment and clear mechanisms for managing legal risks. As FinTech increasingly integrates into the U.S. green finance market, regulatory authorities and market participants must ensure that technological innovation is always in line with transparency, accountability and investor protection.

In 2026, a legislative change is unfolding in venture capital and, by extension, the mergers and acquisitions landscape. California’s Fair Investment Practices by Venture Capital Companies Law—originally enacted as SB 54 and later amended by SB 164—reporting requirements aimed to affect dealmaking across the state, and potentially imposes new nationwide.

Any venture capital firm that qualifies as a “covered entity” with a California connection, including a presence in the state or investment activity involving California-based companies, must register with the Department of Financial Protection and Innovation (DFPI) by March 2026.

Following registration, these firms are required to submit their first anonymized demographic report by April 1, 2026. The survey asks firms to report, in aggregate and anonymized form, demographic data on gender identity, race and ethnicity, disability status, LGBTQ+ status, veteran status, etc. Once submitted, the DFPI will make the data publicly accessible, creating a new layer of visibility into the composition of VC portfolios and, implicitly, the companies they support. However, on March 17, 2026, the DFPI announced that it would suspend implementation and enforcement of the law pending formal rulemaking, meaning the April 1, 2026 deadline is no longer operative in its original form. The DFPI cited ongoing interpretive uncertainty and feedback as reasons to pause before enforcement begins.

Because venture capital firms are generally exempt from the Investment Company Act of 1940 and face limited disclosure obligations to federal regulators, they typically do not provide standardized reporting of investment activity, resulting in a shortage of reliable, publicly verifiable industry data and a reliance on fragmented proprietary datasets. California holds nearly 50% of the world’s venture capital, and this mandate aims to fill a gap by creating the first publicly searchable dataset tying VC funding flows to founder demographics.

Investors and corporate acquirers increasingly consider environmental, social, and governance (ESG) factors, including diversity, as material to long‑term performance and risk. Transparency into these demographics gives acquirers data they did not previously have, allowing them to assess whether a target’s backing reflects inclusive practices or a lack thereof. In fact, a 2024 Deloitte survey found that 72% of organizations have walked away from acquisition opportunities due to concerns about a target’s ESG profile, signaling that social metrics are no longer peripheral but rather central to modern decision-making.

However, this law has received some backlash from industry critics. It has been argued that the law may unintentionally violate privacy laws in the United States and abroad. National Venture Capital Association (NVCA) correspondence with legislators specifically raises the risk that, if anonymization is ineffective, especially for small funds, sensitive founder information could be exposed. Early this year, Industry groups, including the NVCA, requested that the DFPI delay the initial compliance deadline to allow firms more time to implement the necessary data collection and reporting systems. Thus, leading to March 17, 2026, where the DFPI suspended enforcement pending rulemaking — providing the near-term relief the industry had sought.

Further, although the amended SB 164 narrows the definition of “covered entities,” unanswered questions remain about its scope. Legal analysts note that, because SB 164’s “covered entity” definition turns on venture capital investment activity and an open-ended California nexus requirement, firms that do not believe they have a California presence may nevertheless fall within the statute’s scope depending on their activities and connections to California. SB 164 may impose substantial compliance and administrative burdens, particularly under interpretations requiring entity-level registration and reporting for special purpose vehicles (SPVs), which are single-purpose investment entities formed for individual deals (as opposed to venture capital funds that pool capital into a diversified, long-term portfolio), thereby potentially multiplying filing costs and complexity for managers that frequently utilize SPVs in their investment strategies. Firms that miss the report after a 60‑day grace period face up to $5,000 per day in fines, with higher penalties for knowing violations, plus possible injunctive or investigative actions.

SB 164 marks a notable shift in California’s venture capital landscape by making founder demographics publicly accessible. The law introduces clear reporting obligations and potential penalties for non-compliance, which may create administrative burdens for some firms. At the same time, it provides investors, acquirers, and limited partners with standardized data to inform decision-making and due diligence. By establishing a baseline for transparency, SB 164 signals that demographic composition is now a measurable factor in evaluating portfolios, without mandating investment choices. Its long-term impact on funding patterns and deal flow remains to be seen, but the law clearly sets a new expectation for visibility and accountability in California’s VC ecosystem. SB 164’s immediate trajectory now runs through the DFPI’s formal rulemaking process. The agency has announced plans to draft regulations with the goal of promoting clarity, collaboration, and transparency, and will seek input from venture capital companies, industry associations, founders, and investors before formal rulemaking begins — a process that must be completed within one year of initiation. The DFPI has stated that its approach aims to ensure that the regulations adopted are clear, practical, and effective in achieving the objectives of the law. Its long-term impact on funding patterns and deal flow remains to be seen, but the law clearly sets a new expectation for visibility and accountability in California’s VC ecosystem. The rulemaking process will be the defining moment for how SB 164’s obligations are ultimately structured — and how durably that expectation takes hold.

The marginalization and economic exploitation of indigenous communities by the United States and other developed nations have taken place over a long period of time and have been widely documented. Most of the attention on this issue is focused on land seizures: many municipalities and institutions now publicly recognize that they exist upon land that has never been lawfully ceded by the indigenous communities that first possessed it. In recent years, however, additional attention has been focused on the appropriation of indigenous intellectual property, including traditional knowledge, language, and artistic design.

For instance, the traditional ecological knowledge of the indigenous Khoisan people of South Africa as to the hunger and thirst-suppressive properties of the hoodia plant was appropriated without compensation by a research organization chartered by the South African government.  Researchers isolated its active ingredient and then licensed its use to a UK-based pharmaceutical company, who in turn used that knowledge to create a weight-loss drug. More recently, Hoka (a running shoe company) faced criticism for allegedly misappropriating the Māori word, “Hoka” for its company name and also other Māori words, “Arahi” and “Hopara,” for specific shoe products. Additionally, the producers of the video game, Cyberpunk 2077, stoked controversy by appropriating Māori facial tattoo artwork in one of the character customization options available to players. 

Such appropriations of intellectual property carry both dignitary and economic consequences. With respect to indigenous community dignity, unauthorized use of Indigenous culture can be deeply offensive or spiritually harmful, especially when sacred symbols are commercialized. For example, the use of the Māori word, “Arahi,” can be considered sacred in certain contexts, and Hoka’s use of that word as the name of a shoe can be offensive by resulting in something sacred being worn by people on their feet. Economically, businesses’ use of these indigenous pieces of knowledge, words, and artworks without returning value to the communities themselves denies those communities the recognized right of control over the commercial use of one’s intellectual property. Given the profits that these businesses have generated, the lost compensation for indigenous communities can be substantial. 

However, there is now increasing advocacy for the recognition of cultural expressions, traditional knowledge, language, and artistic designs as forms of intellectual property deserving legal protection. Recently, the Hawaii state legislature passed a joint resolution calling for the creation of a working group to create and propose legislative solutions to protect Native Hawaiian intellectual property. The Federal Bar Association also hosted an event where speakers discussed possible intellectual property law frameworks for the protection of indigenous knowledge and culture. While it is not clear which frameworks were suggested, the Federal Bar Association likely considered the difficulty in prudently defining the scope of any such intellectual property protection, as shown by the mention of a Ninth Circuit Court of Appeals decision that traditional yoga pose sequences derived from traditional indigenous knowledge were not entitled to copyright protection.

Federal and international authorities have also recognized this problem, though they have stopped short of advocating for formal intellectual property protections. Federally, the Office of Science and Technology Policy (OSTP) issued a policy memorandum in 2022, that provided guidance to federal agencies on applying indigenous knowledge in a manner that respects tribal sovereignty. Internationally, the World Intellectual Property Organization (WIPO) recently adopted a treaty to prevent the patenting of inventions derived from indigenous knowledge without acknowledgement of that indigenous origin. Although these authorities do not advocate for formal intellectual property protections, they arguably illustrate that governing authorities are comfortable taking a first step towards such protections by recognizing the indigenous sources of traditional knowledge used in new inventions. 

For the business community, increased recognition of Indigenous cultural intellectual property could have significant implications, depending on whether governmental solutions stop at source disclosure or extend to the establishment of a formal compensation mechanism tied to intellectual property law. If the former is the case, companies may be required to engage more directly with indigenous communities when using indigenous words, symbols, or designs in products or marketing. This engagement could foster partnerships that provide cultural authenticity and access to indigenous expertise in design and storytelling. If the latter is the case, policymakers may establish statutory licensing regimes that require companies to pay fees for the commercial use of Indigenous intellectual property. While a requirement to share profits could raise operational costs, it may also enhance corporate reputation and generate goodwill by demonstrating respect for indigenous communities and values.

Although increased engagement and possible profit-sharing schemes may impose additional operational and financial burdens on businesses, these costs can be minimized through collaborative policymaking that establishes reasonable guardrails on any such requirements. Yet, the societal benefits of acknowledging indigenous ownership rights and thereby addressing historical injustices may outweigh the economic challenges. By recognizing indigenous cultural intellectual property, governments and businesses have an opportunity to move toward a more equitable system—one that respects indigenous sovereignty, promotes ethical commerce, and contributes to the long-overdue process of reconciliation and justice for historically marginalized communities.

You’ve almost certainly encountered, and ingested, per- and polyfluoroalkyl substances (PFAS). PFAS is an umbrella term for a family of thousands of human-made chemicals. What distinguishes these chemicals is their exceptionally strong carbon-fluorine bonds. These bonds repel oil, water, and stains while resisting heat and chemical agents. Those same bonds, however, make PFAS hard to remove. Some PFAS persist in the body for years, with public health agencies associating PFAS exposure with poor health outcomes, including higher cholesterol, immune system interference, and cancer. In 2025, the California Legislature, Governor Newsom, industry groups, and scientists clashed over whether the convenience of PFAS-containing products outweighs the risk.

A majority of the Legislature leaned toward the view that PFAS’ risks were too great. Both chambers passed SB 682 to ban the sale and distribution of cleaning products, dental floss, juvenile products, food packaging, and ski wax containing PFAS by 2028, with a planned extension of this prohibition to cookware in 2030. Governor Newsom, however, vetoed the bill on October 13, 2025. With PFAS remaining in the mix, Californians must decide for themselves whether having more ‘affordable’ products outweighs the externalized costs to society.

To Newsom’s credit, his veto wasn’t the product of ignorance of PFAS’ consequences; his ‘no’ was based on consumer cost. He had approved earlier PFAS restrictions on food packaging (AB 1200), juvenile products (AB 652), textiles (AB 1817), and cosmetics (AB 2771). In his SB 682 veto letter, Newsom called the bill a “well-intentioned” effort “to protect the health and safety of consumers,” but warned it was so broad that it could trigger a “sizable and rapid shift” in household products, especially cookware. Moreover, he emphasized the need to preserve affordable options. Newsom concluded his letter by urging the bill’s author, Senator Ben Allen, and stakeholders to keep working on PFAS reductions without “sacrificing” affordability.

Industry groups like the “Cookware Sustainability Alliance” go further. They not only agree with Newsom that the bill threatened affordable cookware, but also argue that its passing would “strip Californians of choice,” “raise costs for households & businesses,” “threaten jobs and the economy,” and “create more landfill waste.” More to the heart of the matter, the Cookware Alliance asserts that the “bill is based on a false premise that all PFAS chemicals are hazardous.” “The science is clear”: PFAS, such as fluoropolymers, are “completely safe for use in food preparation.” 

Taken together, the critics’ case looks compelling: dubious harm, higher consumer prices, and curtailed freedom, all adding up to government overreach. But there are three points that the bill’s opponents need to contend with. The science isn’t clear on whether certain PFAS are safe, the costs don’t stay personal, and the savings from using PFAS products aren’t what they seem.

Regarding PFAS’ scientific safety, concentrations as low as parts per trillion can be toxic to human health, meaning even small releases are meaningful at scale. And when it comes to the PFAS types that the Cookware Sustainability Alliance claims are safe, a peer-reviewed paper directly challenges the safety of fluoropolymers. Those researchers failed to “find a scientific rationale for concluding that fluoropolymers are of low concern for environmental and human health.” They concluded that fluoropolymer “production and uses should be curtailed except in cases of essential use.” 

The concept of ‘consumer choice’ deteriorates when everyone is affected by an individual’s use. PFAS can enter the environment at all stages of a product’s lifecycle, from production to use to disposal. This contamination isn’t hypothetical either: California actively tests for PFAS in drinking water with notable detections, particularly in disadvantaged communities. Further, even when industry groups dispute a product’s safety, the question is not simply whether some level of risk is acceptable, but who is forced to bear that risk. Where the burdens extend beyond voluntary consumers to workers, communities, and the environment, California need not wait for absolute certainty before acting; it can instead follow the precautionary principle, more widely embraced in Europe, and limit exposure before the damage becomes irreversible. 

Finally, affordability is a complex issue, thorny from both societal and personal perspectives. At a personal level, PFAS products indeed cost less at checkout: an aluminum PFAS-coated pan will be cheaper than a pure cast-iron or stainless-steel pan. But costs don’t exist in a vacuum. Consumer Reports notes that most nonstick pans need to be replaced every few years and must be discarded if scratched. What appeared “cheap” can quickly become a recurring expense, whereas PFAS-free alternatives (stainless, cast iron, carbon steel) can last a lifetime. The picture worsens when factoring in the societal costs of PFAS contamination and healthcare. The California Senate recognized these broader costs, noting that the state has already spent $500 million on PFAS containment and has allocated an estimated $1.13 billion for future projects. This is all against the backdrop of projected annual health costs of PFAS exposure ranging from $5.5 to $8.7 billion. Admittedly, keeping PFAS options on the market allows individual consumers to benefit from lower sticker prices at checkout, and the companies to profit from selling those products. However, everyone bears the externalities of those purchases, both in terms of their physical health and the monetary costs of associated healthcare treatments.

While Newsom’s veto struck SB 682, it didn’t erase the underlying math: PFAS looks cheap only because many of its costs show up elsewhere, whether in the water system, in healthcare bills, or in communities with the least capacity to absorb them. Whatever bill takes its place should show that by keeping PFAS, Californians aren’t choosing “affordability”; they’re just shifting who pays.

In March 2022, the Department of Justice sentenced JHL Biotech co-founders Racho Jordanov and Rose Lin for conspiracy to steal Genentech trade secrets and commit wire fraud exceeding $101 million. The defendants had funneled proprietary biopharmaceutical data to their Taiwan-based competitor by recruiting former Genentech employees, enabling biosimilar development that prosecutors said allowed JHL to “cheat, cut corners … and avoid further experimentation,” according to the Department of Justice. Yet the real mechanism enabling prosecution was resource-based filtering, not effective protection. Genentech possessed the documentation infrastructure to identify what was taken and the litigation budget to prove it. Most biotech and AI startups possess neither.

This dynamic reflects what practitioners term the “infrastructure gap:” the disparity between trade secret law’s documentation requirements and early-stage companies’ operational capacity. The Defend Trade Secrets Act and state Uniform Trade Secrets Act implementations require “reasonable measures” to maintain secrecy, while many courts and some state statutes separately require plaintiffs to identify alleged trade secrets with “reasonable particularity” early in litigation. Courts often consider classification schemes, access controls, confidentiality markings, and documented exit procedures as evidence of protective measures. The WIPO Guide recommends internal registries and systematic access restrictions. A well-resourced company implements these systems from incorporation. A three-person biotech team cannot.

The dependence on trade secrets reflects structural necessity, not strategic preference. Industry analysis indicates early-stage companies avoid patents because disclosure reveals competitive intelligence, examination timelines exceed development cycles, and enforcement costs surpass acquisition budgets. Recent studies report that AI innovation now outpaces patent examination entirely. China’s documented targeting of intellectual property in biotech and semiconductors compounds the pressure to rely on trade secrets rather than patents. For most founders, secrecy is the only viable protection for innovations too early to patent and too valuable to disclose.

The legal framework’s design offered apparent advantages: protect secrets without freezing talent. The DTSA includes an explicit mobility provision prohibiting courts from issuing orders that “prevent a person from entering into an employment relationship.” California’s Section 16600 voids most employment non-compete agreements. Kewanee Oil confirmed that state trade secret protection can coexist with the federal patent system. The resulting doctrine channels remedies toward artifacts–meaning specific files, formulas, and documented processes–rather than employment restrictions. Yet the implementation created a filtering mechanism that eliminates under-resourced plaintiffs before substantive evaluation.

In Double Eagle Alloys v. Hooper, the employer alleged a former employee took 2,660 files and described its secrets in broad categories: “specifications, pricing, margins, costs, and customer drawings.” The Tenth Circuit affirmed summary judgment for the defendant largely because Double Eagle could not identify and distinguish its alleged trade secrets with enough specificity to proceed. Theft was not disproven; the company simply could not articulate what qualified as secret. The Sedona Conference defends early identification requirements as improving notice, efficiency, and preventing overbroad discovery. Yet the requirement filtered out a company with legitimate grievances and inadequate systems to describe them.

Empirical data confirms this pattern. While one study reports that in a representative sample of trade secret cases filed between 2017 and 2022 that resulted in judgment, plaintiffs received favorable outcomes in 81% of cases, and among the subset that proceeded to federal trial, judgment favored claimants roughly 84% of the time. Yet these numbers measure only companies sophisticated enough to survive threshold challenges and wealthy enough to reach judgment. Separate analysis of cases from 2009 through 2018 found 11% dismissed specifically because plaintiffs failed to demonstrate reasonable protective measures. Documentation failures disqualified claims before courts examined whether misappropriation occurred.

The jurisdictional landscape compounds these disadvantages. PepsiCo v. Redmond established inevitable disclosure in the Seventh Circuit, permitting injunctions when employees would inevitably rely on former employers’ secrets. The court reasoned the defendant could not possess “an uncanny ability to compartmentalize information.” California rejected this doctrine outright. Whyte v. Schlage held that inevitable disclosure “creates an after-the-fact covenant not to compete.” The same departure triggers relief in Illinois and none in California. Sophisticated companies exploit this divergence through forum selection and choice-of-law provisions. Startups lack the legal infrastructure to navigate jurisdictional strategy.

The framework designed to protect mobility ultimately undermines it for companies that need talent most. When startups cannot enforce trade secret claims, researchers face a calculus: join an established company with documented infrastructure and enforceable rights, or join a startup where a co-founder’s departure could leave innovations unprotected. The Waymo-Uber settlement, which resulted in approximately $245 million in Uber equity plus commitments regarding non-use of Waymo confidential information, succeeded because Waymo could identify classified, documented artifacts. A startup without equivalent systems cannot offer equivalent assurance. The protection gap does not merely disadvantage founders in litigation. It disadvantages them in recruiting.

Startups can narrow the infrastructure gap through targeted practices. Marking documents as “confidential” at creation rather than retroactively cataloguing creates contemporaneous evidence. Documenting access controls in onboarding emails, even informal ones, builds a record of protective measures. Exit interviews that identify specific files accessed establish artifact trails. These measures protect trade secrets through documentation rather than mobility restrictions, preserving talent fluidity while building evidentiary foundations. The goal is sufficient documentation to survive threshold challenges, not comprehensive security infrastructure.

Trade secret law protects what companies can document; it cannot protect what companies cannot yet articulate. Particularity requirements, documentation standards, and artifact-based remedies do not discriminate based on innovation value or theft severity. They discriminate based on resources. Recalibrating particularity standards to account for operational capacity and permitting reasonable inference from circumstantial evidence when direct documentation is unavailable would better align trade secret protection with the innovation ecosystem it purports to serve. Creating safe harbors for early-stage documentation practices or scaling “reasonable measures” requirements to company size would preserve mobility while ensuring the framework protects those with the most to lose, not merely those with the most to spend.

Over the past decade, the role of green bonds has shifted from the edge of the financial market to the center of the global capital market. Green bonds, which were previously regarded as an experimental tool of financial product, have become one of the most significant tools leading private capital to climate solutions. Green bonds provide financing to extensive projects, such as renewable energy, sustainable housing, clean transportation and water infrastructure. Green bonds also help investors build a quantitative bridge between capital and environmental benefits.

By December 2024, the accumulated issuance scale of the labeled sustainable bonds market had achieved 6.2 trillion US dollars. Green bonds, which account for 57% of total issuance scale as of December 2024, played a leading role in labeled sustainable bonds. This trend reflects that environmental finance has deeply integrated into main investment strategies, whose driving power includes investors’ high demand for climate-aligned assets, corporations’ enhanced promises of sustainable development, and regulatory institutions’ increasing attention to the ESG topic.

While the green bonds market is developing around the world, the U.S. remains one of the major issuers of green bonds. Recently, the U.S.’s green bonds market has extended from traditional renewable energy to other new fields such as energy-saving residences, urban resilience plans, and water management systems. Fannie Mae reflects this trend of diversification through its Green Mortgage-Backed Securities (MBS) program, which will apply bond returns to enhance building performance and housing affordability. This action not only brought environmental benefits, but also increased the appeal of green bonds to investors.

Amundi predicted that the issuance of green, social, sustainability, and sustainability-linked (GSSS) would keep developing in the next few years. The decline in the cost of renewable energy and power storage would further motivate the increase in GSSS issuance. At the same time, the huge demand for refinancing provides additional impetus: the scale due in 2024 was less than 50 billion US dollars, while it will reach 100 billion US dollars in 2025 and 120 billion US dollars in 2026. This tendency shows that green bonds have become a popular financial product to fill the infrastructure gap and address climate vulnerability. However, the final success of green bonds depends on whether the market has sound financial design, strong governance and transparent reporting, which will ensure genuine environmental and social impact.

Scholars and policy makers have started to pay more attention to quality over quantity in the issuance of green bonds. Analysts have found that although the expansion of the green bonds issuance scale is usually associated with the strengthening of national climate policies, the correlation between green bond funds and actual emission reduction effects remains unstable. Some green bonds projects have achieved remarkable achievements, while the actual effectiveness of others is difficult to verify. This inconsistency has intensified concerns over “green washing”: bonds issued under the guise of environmental protection but lacking evidence of their validity.

Legal scholars have also paid more attention to the credibility of green bonds, with a particular focus on the reporting mechanism for the use of funds after issuance. Studies in a Columbia Business Law Review article revealed that nearly 10% of U.S. corporate green bonds failed to fulfill post-issuance reporting obligations, about one-third lacked third-party verification, and only 20% of the bonds had project-level certification. Investors face difficulties in verifying whether those funds are used for green purposes. 

Going forward, the U.S. could consider building a more standardized and legally binding reporting mechanism, such as the European Union’s Sustainable Finance Disclosure Regulation. This new mechanism will significantly enhance market transparency and integrity, and strengthen the effectiveness of green bonds in achieving tangible environmental benefits.

Earlier this year, The Ferrero Group (“Ferrero”) announced its decision to acquire WK Kellogg Co (“Kellogg”), drawing widespread attention from candy lovers and cereal connoisseurs alike. After a series of successful acquisitions, this deal marks the next step in Ferrero’s expansion into the United States. Founded more than eighty years ago as an Italian-grown company, Ferrero entered the American markets in 1969 and has continued to grow steadily since. The agreement, announced on July 10, 2025, and approved on September 19, 2025, has made Kellogg a wholly owned subsidiary of Ferrero for the price of 23 dollars per share, totaling an enterprise value of a striking $3.1 billion.

This is not the first time Ferrero and Kellogg have crossed paths. In 2019, Ferrero acquired a powerful portfolio of cookie, fruit snack, and ice cream brands from Kellogg, including Famous Amos cookies, Keebler, and even Little Brownie Bakers, the supplier of cookies to the beloved Girl Scouts. The companies’ continued partnership set the stage for this year’s landmark deal.

Ferrero’s strategic vision is firmly set on expanding its large scope of influence on North American shelves, as the company already controls a plethora of household staple snack brands, including Nutella, Tic Tac, Butterfinger, and more. This strategic growth will contribute to its overall footprint on American soil, strengthening its mission of celebrating special moments with high-quality products.

For Kellogg, this acquisition serves as an opportunity to reinvigorate declining sales and increase brand relevance in a challenging market. Growing consumer interest in health and nutrition has proved challenging for the breakfast cereal brand as people move away from artificial dyes and towards more whole foods.

Overall, the deal provides both companies with added resources and flexibility to grow two classic brands in an increasingly competitive landscape.

This deal particularly stands out against a slow global transactional market. As a result of increasing tariffs, this year marked the slowest start of merger activity seen in over two decades. Changing trade policies created uncertainty about the results of rapid economic changes, causing sellers and buyers alike to hold off until markets begin to stabilize. Companies were urged to evaluate how the changing environment could affect the value of their businesses, with the possibility of either an increase or a decrease as the market changes.

With this sluggish start to 2025 for global mergers and acquisitions, the $3.1 billion deal stands out as a bold strategic move. Ferrero’s initiative signals not only confidence in its long-term North American ambitions, but also a readiness to move ahead despite broader market hesitation.

While families are not going to be finding Ferrero Rocher balls in their frosted flakes as a result of this deal, there are still implications for the everyday shopper. Recent years have seen a shift in shopping trends among consumers, who are switching to store-brand options or cutting back on certain items completely due to significant price increases. The consolidation of each company’s manufacturing, production, and distribution could lead to more cost-efficient operations, with the hope that these savings will be reflected in everyday prices for customers who miss their favorite brands.

In May 2025, the Office of Management and Budget (OMB) proposed a major overhaul of the Federal Acquisition Regulation (FAR)— a comprehensive set of rules that governs the acquisition process for goods and services for all executive agencies of the U.S. federal government. FAR covers everything from the initial planning of a procurement to the final contract closeout and is meant to ensure that federal government procurements are conducted in an economically efficient, fair, and uniform manner.

However, critics of FAR argue that its complexity and extensive procedural requirements hinder efficiency and raise costs in the federal procurement process in practice. Critics, such as the Defense Innovation Board, which advises top Pentagon leaders on commercial sector innovation, point to FAR’s many layers of bureaucracy, extensive compliance checks, and lengthy approval processes as the main drivers of this inefficiency. Small businesses, in particular, have raised concerns that FAR’s rigid rules and administrative burdens make it difficult for them to earn revenue from government contracts, leading to less market participants, less competition, and higher prices for the government.

The OMB’s stated goal in enacting the May 2025 overhaul was to streamline acquisitions, lower transaction costs, and increase competition. Part of that overhaul included proposed changes to certain thresholds defined in Part 2 (Definitions of Words and Terms), which prove likely to alleviate regulatory burdens on small and medium-sized businesses.

Part 2 provides specific dollar thresholds for government acquisition transactions which, if exceeded, require those transactions to undergo more extensive regulatory review. For small and medium-sized businesses that either provide services, such as small-scale information technology or catering services, or sell supplies, such as printer toner cartridges or laptops, to the federal government, two of these dollar thresholds are particularly applicable: the Micro-Purchase Threshold (MPT) and the Simplified Acquisition Threshold (SAT). If a transaction is below MPT, it is not subject to a requirement for solicitation for quotations from multiple vendors, documentation standards are more lenient, and a Government Purchase Card (GPC) may be used to make the transaction. A GPC is a credit card issued to government employees used to pay for supplies and services on behalf of the U.S. government. A purchase made using a GPC replaces a paper-based, time-consuming purchase order process. This results in the transacting business being able to instantly receive funds rather than being required to wait for an invoice to be processed.

If a transaction is below SAT, then the transacting company is exempted from a series of onerous contracting rules. Such rules, outlined in FAR 13.005, include allowing the government to inspect the contracting company’s facilities and accounting records and requiring contracting companies to implement and administrate a Drug-Free Workplace program. Given the limited resources of small and medium-sized businesses, it is likely most advantageous for them to target transactions below the MPT and SAT.

As part of the May 2025 FAR overhaul, OMB has proposed raising both the MPT and SAT: The MPT is proposed to be raised from $10,000 to $15,000, and the SAT is proposed to be raised from $250,000 to $350,000. Companies who prove likely to gain the most from this threshold increase include small and medium-sized businesses who provide services to federal agencies. For example, Aldevra, a disabled veteran-owned small business that provides services such as installation of refrigerators and other food service equipment to federal executive agencies, would be able to more efficiently earn revenue from government contracts because the services it offers—kitchen equipment sales and healthcare services—are more likely to result in contracts whose total value is less than $350,000.

Another likely benefit of these changes to FAR acquisition thresholds is the freeing up of federal resources to evaluate larger procurement transactions that require greater oversight. Any prospective savings in federal human resources driven by decreased oversight requirements for small transactions may prove beneficial for the oversight of more costly projects such as U.S. Navy warships (which can cost from $2.5 billion for Destroyers and $15 billion for nuclear-powered Aircraft Carriers) and NASA’s Orion deep space capsule (which has cost $20.4 billion since its inception). These programs are well-known for their cost overruns and arguably require greater scrutiny by more government personnel. The possible reassignment of any federal employees from teams that provide oversight of smaller transactions to teams that provide oversight of major systems could bode well for restraining the cost overruns associated with the latter.

Admittedly, these projected changes to MPT and SAT alone are unlikely to revolutionize government procurement cost efficiency. Transactions below the previous MPT and SAT thresholds account for about 11% of government procurements, and it is unrealistic to believe that the resulting personnel efficiencies will resolve billion-dollar challenges in major systems procurement transactions. Nevertheless, incremental improvements in government efficiency remain valuable, and the cumulative gains across all the proposed FAR changes could ultimately yield a meaningful impact.

When Disney suspended Jimmy Kimmel Live! on September 17, 2025, following the host’s monologue about the assassination of political commentator Charlie Kirk, media outlets framed the decision as a free-speech crisis. That framing, though emotionally charged, misses the real story. Disney’s actions were governed not by the First Amendment—which constrains only government actors—but by fiduciary duties, contractual obligations, and regulatory pressures that shape corporate governance in publicly traded media companies. In the private sphere, where broadcast networks answer to shareholders and federal agencies rather than to the Constitution, it is business law—not the First Amendment—that sets the boundaries of what speech survives.

As a Delaware corporation, Disney’s directors are bound by fiduciary duties established under Delaware common law and Title 8 of the Delaware Code. These duties require directors to act in good faith and make informed decisions that advance the corporation’s interests. When controversy threatens reputation or shareholder value, those obligations create a governance imperative: assess risk, act prudently, and protect the enterprise. The business-judgment rule generally shields boards from liability for informed decisions, except when conflicts of interest, bad faith, or improper motives taint their decision-making process.

Within hours of Kimmel’s September 16 monologue, FCC Commissioner Brendan Carr publicly criticized the segment during a podcast, urging ABC affiliates to refuse carriage and referencing the agency’s licensing authority over broadcasters. The pressure worked. Nexstar and Sinclair, together operating nearly a quarter of ABC-affiliated stations, announced that they would preempt the show. For Nexstar, the stakes were particularly high: the company had recently announced a $6.2 billion agreement to acquire TEGNA Inc., a merger still awaiting FCC approval that would make it the nation’s largest local broadcaster. Facing simultaneous pressure from affiliates, advertisers, and regulators, Disney’s leadership executed a calculated duty-of-care maneuver: a temporary suspension meant to contain cascading risk.

This dynamic exemplifies what scholars at Columbia’s Knight First Amendment Institute call “jawboning”—the use of governmental influence to shape private behavior without formal enforcement. The First Amendment strictly limits direct government regulation of speech, but to the law is less clear when government officials use informal means to persuade, cajole, or strong-arm private platforms to change their content practices. These platforms often have strong incentives to yield to government pressure, especially when billion-dollar transactions await regulatory approval.

Carr’s public condemnation was particularly striking because the FCC lacks statutory authority to sanction broadcast content based on viewpoint. Section 326 of the Communications Act explicitly prohibits the Commission from exercising “the power of censorship” and bars any regulation that would “interfere with the right of free speech.” Yet perception often trumps legality in board deliberations. When agency officials signal hostility and companies have pending transactions before them, fiduciary prudence may warrant factoring in potential regulatory retaliation. FCC Commissioner Anna M. Gomez captured Disney’s predicament in her official statement condemning the suspension: “Even the threat to revoke a license is no small matter. It poses an existential risk to a broadcaster, which by definition cannot exist without its license. That makes billion-dollar companies with pending business before the agency all the more vulnerable to pressure to bend to the government’s ideological demands.” The ACLU was even more direct, stating that ABC “gave the Trump FCC chairman exactly what he wanted” by suspending Kimmel indefinitely.

Suspension offered short-term advantages. It signaled responsiveness to stakeholders, bought time to assess contractual rights, and allowed affiliates and sponsors to recalibrate. Yet extending the hiatus created its own liabilities. Protests erupted outside Disney studios, talent guilds condemned the network, and congressional Democrats accused the company of capitulating to political intimidation. By September 23, the board evidently concluded that continuing the suspension would inflict greater reputational harm than benefit. That reversal exemplified Delaware’s requirement that directors continually reassess risk as circumstances evolve.

Shareholder oversight sharpened those pressures. Section 220 of the Delaware General Corporation Law grants investors the right to inspect corporate books and records for any “proper purpose” tied to their interests as stockholders. Several investor groups invoked that right to obtain internal documentation on the Kimmel decision, seeking to determine whether directors acted for legitimate business reasons or to placate political actors. If the latter, the board could face derivative litigation for breaching its duty of loyalty, a uniquely business-law remedy that operates outside constitutional doctrine.

Contract law compounded the complexity. Standard entertainment agreements include morality clauses permitting suspension when talent brings the company into disrepute. Such clauses grant discretion, not command. They remain subject to the implied covenant of good faith and fair dealing, which ensures decisions advance genuine business objectives. Disney, therefore, had legal permission—but not obligation—to act. The suspension reflected a governance calculation, not a moral verdict. The affiliates’ defection exposed deeper structural tensions in broadcast economics. Unlike cable networks that Disney owns outright, ABC depends on licensing contracts with independently owned local stations. Those contracts, regulated by the FCC, grant limited discretion to preempt network content. When affiliates exercised that discretion, Disney’s contractual leverage proved constrained. The result underscored that modern “speech controversies” in media often unfold through overlapping private contracts rather than public censorship.

Ultimately, the controversy exposes where speech regulation truly occurs in the modern media economy. Constitutional law governs the state; corporate law governs the platforms through which most speech is disseminated. Strengthening shareholder oversight of politically influenced decisions, narrowing morality-clause discretion, and increasing transparency around regulatory jawboning are business-law reforms better suited to protecting expressive diversity than abstract appeals to the First Amendment. In a landscape where the market—not the state—sets the boundaries of expression, the future of free speech will depend less on constitutional doctrine than on the integrity of corporate governance.

American antitrust law has recently been at the forefront of the news cycle.  Recent headlines highlight antitrust concerns regarding Google’s digital advertising, Amazon’s alleged tactics to induce Prime subscriptions, and Nvidia’s $100 billion investment in OpenAI. Further, the transition from Former President Biden’s Federal Trade Commission (FTC) Chair Lina Khan to President Trump’s appointees, Gail Slater at the Department of Justice (DOJ) and Andrew Ferguson at the FTC, has demonstrated a vision for “America First Antitrust.” This vision is described as “an inherently patriotic endeavor that defends the liberty of everyday consumers against high prices and fewer purchasing choices.” While a renewed focus on consumer welfare is consistent with President Biden’s agenda, modern policy may still need to adapt to rapidly evolving market trends.

From the 1930s to the late 1960s, market structure-based understanding of competition, otherwise known as “big is bad,” was the predominant theory of antitrust. The idea was that a market dominated by a small number of large firms would likely be less competitive than one with many smaller competitors. The government claimed that mergers and partnerships involving formidable corporations with rivals or supply chain partners would “foreclose competition.” This approach was rejected in the 1970s by Robert Bork, a proponent of the Chicago School of Economics, who argued that the purpose of antitrust is not to protect the ‘little guys’ (small businesses), but rather to promote competition. Bork became a central figure in the neoliberal antitrust era. In his influential work, The Antitrust Paradox, Bork argues that the sole objective of antitrust should be to maximize “consumer welfare.” Consumer welfare, as viewed through the lens of antitrust, has been interpreted by courts, including the Supreme Court, to refer to the effects of competition on consumer prices.

This standard remained dominant until the Biden administration, when a new school of thought emerged with the appointment of Lina Khan as the Chair of the FTC. The Neo-Brandeisians, named after Justice Louis Brandeis, believe that small groups of industry titans who consolidate power would be detrimental to the democratic process. Justice William O. Douglas wrote, “[p]ower that controls the economy should be in the hands of elected representatives of the people, not in the hands of an industrial oligarchy.” This new approach adapts the existing consumer welfare standard to the current political climate. Lina Khan wrote, “showing antitrust injury requires showing harm to consumer welfare, generally in the form of price increases and output restrictions.” Under Khan’s leadership, the FTC shifted focus to reduced market access, harm to innovation, and decreased product quality, all of which are considered harms to consumer welfare.

Today, “America First Antitrust” focuses on price increases as the central aspect of consumer welfare. Merger review has “migrated towards assessing what is measurable – namely short-term pricing effects… and short-term productive efficiencies.” If the FTC only focuses on what is quickly measurable and demonstrable in court, price becomes the “common denominator in merger review.” However, in an era when Google, Amazon, Meta, and other big tech companies offer “gratis” services, price is not an obvious metric for assessing antitrust harm to consumer welfare. These companies offer free services in exchange for the data they collect from their platforms, which is used for purposes such as future ad revenue, training pricing algorithms, or training artificial intelligence. Courts should consider whether this data has competitive significance when evaluating big tech antitrust cases.

Sivinski et al. provide an example framework for considering the competitive significance of personal data collected by big tech companies in merger analysis. The plaintiff must:

1. Determine which data is owned or controlled by the defendant.
2. Determine whether the data is commercially available as a “product” or an “input” to products of downstream competitors.
3. Determine whether the market participant owns the data or can only access it.
4. Determine whether there are substitutes for the relevant data or if it is unique to the market participant.

Under this example framework, if a plaintiff satisfies these four steps, a court would be justified in finding that the proprietary data is of competitive significance and would indeed affect consumer welfare. Such a finding would allow courts to block mergers or acquisitions that create big tech free-service behemoths (e.g., Google’s search engine).

As competition in big tech increasingly relies on consumer data and “free” services for American consumers, courts struggle to find an impact on consumer prices, which allows companies to evade antitrust scrutiny. As the consumer welfare standard has historically evolved to adapt to changing economic and political conditions, it may be time for it to adopt frameworks suited to a modern tech era.