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.

Coal has recently become a focal point of controversy. It is woven into our history, yet as environmental pressures rise and demand falls, coal’s economics no longer add up. Can it still fit AI-era, energy-hungry future? The data suggest not, even as recent executive actions answer with an emphatic yes.

The administration’s push for coal is built on three main justifications: revitalizing the economy, safeguarding national security, and powering artificial intelligence (AI). As for the economy, the “Unleashing American Energy”executive order is meant to address reduced job creation and high energy costs stemming from regulations and the shift away from domestic energy sources. The order argues that “burdensome and ideologically motivated regulations” have impeded resource development, resulting in high energy costs that harm consumers across transportation, heating, utilities, farming, and manufacturing sectors. To counter this, the order calls for unleashing domestic energy resources to “restore American prosperity.” The mechanism for this is a direct command for all federal agencies to review and eliminate any actions that “impose an undue burden” on domestic energy development, including fossil fuels.

Data backs the administration’s findings on energy cost and coal demand. U.S. coal consumption declined by 17.4% in 2023 and residential electricity bills have increased by almost 10% from January 2025 to August 2025. However, the administration’s interpretations of the data may not align with past studies. The U.S. Bureau of Labor Statistics examined coal and electricity prices from 2004 to 2019 and did not find a clean correspondence—as coal share fell, electricity prices did not necessarily spike. Even if we accept the premise that greater coal availability leads to lower electricity prices and that overregulation is the problem, analysis shows that coal just isn’t as competitive. The American Action Forum found that while recent regulations have played a role in coal’s decline, the decline is a long one, starting in ~2007 and driven more by cheap natural gas and increased competition from renewables. Past deregulation appears to have little effect. The Congressional Research Service shows that despite regulatory rollbacks between 2017 and 2021, there was no improvement in coal plant retirements, coal employment, or production.

The Unleashing American Energy order also establishes that a reliance on foreign energy is a vulnerability “weakening our national security.” It sets a broad policy to protect national security by ensuring an abundant domestic supply of reliable and readily accessible energy, “with particular attention to…coal.” Building directly on this, the newest executive order, “Reinvigorating America’s Beautiful Clean Coal Industry,” places such importance on coal that it designates coal as a “mineral”—entitling coal to priority development on federal lands. According to the “Immediate Measures to Increase American Mineral Production” executive order, this means all relevant federal lands “shall provide for mineral production” through private commercial operations.

Agencies have repeatedly shown that the nation’s security does not hinge on coal. The North American Electric Reliability Corporation finds grid reliability depends on diverse resources and adequate reserves, not on preserving aging coal plants. The DoD itself has begun shifting the military toward microgrids, renewables, and on-site storage to harden bases against attack or blackout—precisely because centralized coal plants are a liability. This initiative would even allow DoD installations to “phase out fossil fuels in the energy mix over time” and “sever themselves completely from the national grid.”

Finally, the Reinvigorating America’s Beautiful Clean Coal Industry order directly links the need for coal to AI. The nation’s “beautiful clean coal resources will be critical to meeting the rise in electricity demand due to…the construction of artificial intelligence data processing centers.” The order further directs the Secretaries of the Interior, Commerce, and Energy to identify regions where “coal-powered infrastructure is available and suitable for supporting AI data centers” and to assess the potential for “expanding coal-based infrastructure to power” them.

While AI’s energy footprint is undeniably growing, current trends show that clean energy, not coal, is the remedy for this increased demand. The U.S. Energy Information Administration (EIA) shows that clean energy is already meeting this extra demand as it accounted for over 80% of total growth in electricity generation in 2024. The EIA goes as far as to say that low-emissions sources are “expected to meet all of the world’s additional electricity demand over the next three years.” AI technology companies themselves are already moving away from coal to meet their electricity needs with the S&P Global report showing a 66.4 percent increase in contracted clean energy capacity between its 2024 and 2025 updates.

Although the administration’s goals of growing the economy, ensuring security, and supporting the electricity needs of new technology are valid, empirical evidence and market realities show that its chosen policy instruments may not be. The central question is not whether coal will, or should, remain dominant; rather, it is how much longer the U.S. can sustain a declining industry. When the data indicate a lost battle, policymakers need to explore forward-looking solutions, not just extend special protection for the past.

The venture capital (VC) landscape is a high-pressure, high-risk environment where founders must navigate fierce competition, complex negotiations, and intense scrutiny to secure funding. For many women founders, these challenges are often amplified by systemic barriers that influence who receives funding and how deals are structured.

Women-founded startups account for only 2% of venture capital funding in the United States. Research has found that there is investor bias towards women during the pitching stage, as demonstrated by the differences in questioning. Women were asked questions highlighting potential losses and risk mitigation, whereas their male counterparts were asked questions highlighting upside and potential gains. Entrepreneurs asked the latter questions raised six times more funding than the former. Combined with limited mentorship networks available to women founders, there is an unleveled playing field within the venture capital landscape.

Yet the challenge extends far beyond unequal funding. Studies highlight women founders often face lengthier term sheets with more protective provisions, less board representation and 35% lower median personal wealth, compared to their male counterparts, impacting access to self-funding or legal counsel.

While lawyers are indispensable, founders need a baseline to strengthen their position at the negotiation table. AI offers accessible guidance, helping empower prospective venture founders to decode contracts, identify governance risks like voting or control restrictions, and negotiate confidently. Studies suggest that women-only founding teams are more likely than mixed-gender teams to see AI as opening doors to more opportunities. Why might this be? Outlined below are ways woman can stand to benefit from employing AI in understanding potential risks:

Leveling the Playing Field: Understanding Term Sheets

Research shows that women founders receive term sheets—which dictate how equity, voting rights, and control are distributed—that are more detailed and packed with protective clauses about 2.3 times more than men. In addition, the due diligence process for women lasts about 1.7 times longer than for their male counterparts, reflecting biases that falsely assume they are higher-risk or less aggressive negotiators. Clauses like liquidation preferences (which decide who gets paid first in a sale) or anti-dilution provisions (which shield investors if share prices drop) can quietly erode a founder’s stake and influence.

The AI advantage: There is a rise of tools on the market specifically designed for term sheets. Tools such as Simulfund, uses natural-language processing to analyze term sheets and highlight potentially one-sided clauses. Simulfund and other similar tools simulate the impact of these terms on equity and control, proving useful for women founders who often face more intricate term sheets.

Guarding Governance: Protecting a Seat at the Table

Ambiguous governance clauses on voting rights, board composition, and fiduciary obligations risk founders from being sidelined from key decisions. Women founders hold only 16% of board seats in venture-backed startups, and nearly one-third of such companies have no women on their boards. Under Delaware law, where most VC-backed startups incorporate, board members owe fiduciary duties of care and loyalty. Poorly drafted governance provisions can weaken these protections and limit female founders’ influence.

The AI advantage: Tools such as Captable.Ai and Energent.Ai help founders build their capitalization tables, simulate future funding rounds or dilution scenarios, and project how board seats or voting control will shift over time. This benefits women founders because these tools enable them to model and negotiate governance terms—anticipating board seat dilution, voting power loss, or investor veto dominance—to maintain equitable control within Delaware’s fiduciary framework.

Decoding Investment Instruments: SAFEs and Convertible Notes

Complex contractual clauses: SAFEs (Simple Agreements for Future Equity) and convertible notes are common instruments that allow investors to contribute capital to a startup in exchange for shares once the company raises a priced funding round. Unlike traditional equity investments, SAFEs (Simple Agreements for Future Equity) defer ownership determination to a future funding round. Convertible notes, however, accrue interest and include a maturity date, introducing a different complexity.

Women founders, with 53% less access to personal networks and mentorship compared to their male counterparts, can face heightened challenges navigating these complex terms, risking unfavorable deals.

The AI advantage: AI contract review tools like Hypestart and LawGeex help scan contracts for unusual or high-risk clauses, compliance gaps, and flags unfavorable terms. This benefits women founders by reducing the decoding challenges due to limited network access and lack of industry guidance.

AI is a Compass, Not a Map: The Indispensable Role of Attorneys:

Women founders continue to make strides despite systemic hurdles; accounting for 24.3% of VC exits and delivering twice the revenue per dollar invested compared to their male counterparts. The ability to leverage technology alongside strong legal guidance can help unlock the full potential of women-led innovation.

While AI tools can clarify terms, reduce information asymmetry, and empower informed negotiations, they cannot replace attorneys’ judgment in weighing trade-offs or guard a founder’s long-term interests. For women founders conquering the VC labyrinth, AI serves as a compass that points toward opportunity while attorneys remain the map that ensures the journey ends in ownership.

 

e.l.f. Beauty recently announced its $1 billion acquisition of Rhode—one of the largest beauty deals of the decade and the company’s  biggest acquisition to date. Founded in 2022 by Hailey Bieber, Rhode quickly became profitable and generated $212 million in net sales with a substantial margins in the twelve-month period ending March 31, 2025. Product launches frequently sold out within hours, creating a whirlwind of momentum that garnered the attention of industry insiders and investors keen on capitalizing on its success, Beyond its headline value, the transaction stands out for its complexity and potential to reshape the competitive landscape of the beauty industry.

e.l.f. is both cautious and ambitious in this transaction, structuring the deal to balance immediate value with trust in long-term growth potential. At closing, e.l.f. will pay $800 million—$600 million in cash and $200 million in stock—with up to $200 million is contingent on Rhode’s performance over the next three years. Earnout provisions like these are common in fast-growth acquisitions, but they are also among the most litigated deal terms, as disputes often arise over how performance is defined, which accounting standards apply, or whether post-closing actions affect results. Consequently, these provisions typically include explicit language that outlines unambiguous metrics for performance evaluations and dispute resolution.

Beyond financial terms, the transaction also highlights the legal mechanisms used to preserve a target’s brand identity. Hailey Bieber will remain a fundamental part of Rhode’s future as Founder retention provisions of this kind are legally significant: they may include non-compete clauses, incentive compensation, and intellectual property protections to secure the very authenticity that underpins brand value. Rhode has faced trademark disputes in the past, underscoring why IP due diligence is a cornerstone of acquisitions in consumer brands.

From a market perspective, this deal marks e.l.f.’s largest acquisition to date, surpassing its 2023 purchase of Naturium. Rhode has built a solid relationship with Gen Z consumers, and its management has proven their ability to generate excitement with product launches that emphasize scarcity and exclusivity. Now, the brand is preparing to expand beyond its online-first model, with its products entering Sephora stores across North America and the UK. This expansion will test whether Rhode can keep its cult-like appeal even as it shifts from a limited, exclusive model to wider retail distribution.

As Rhode prepares to expand its distribution footprint, the acquisition’s success will depend as much on its legal framework as on market strategy. e.l.f. received advice from Latham & Watkins, which assigned a multidisciplinary team spanning corporate, securities, tax, intellectual property, employment, and antitrust law. Transactions of this scale require coordination across multiple regulatory, contractual, and compliance fronts, not only to integrate physical assets and operations, but also align compliance and governance structures.

Moreover, such large-scale, multidimensional deals also have broader market ramifications. The acquisition underscores e.l.f.’s ambition to extend its reach in the beauty market while maintaining its reputation for affordability. At the same time, concerns have been raised about whether macroeconomic pressures such as tariffs, inflation, and supply-chain costs will impact margins and the success of integration.

The risks are apparent: Rhode could lose its identity within a larger entity, the earn-out could lead to disputes over performance criteria, and uncertainties in global conditions may threaten scaling (at least in the timeframe and approach set forth by current conversations). However, the opportunity is equally significant. If e.l.f. manages the transition carefully, it gains not only a billion-dollar skincare line, but an engaged community, a cultural aesthetic, and enduring consumer loyalty.

Ultimately, the Rhode deal highlights more than a billion-dollar valuation: it illustrates reveals how modern acquisitions blend law, business, and culture. The earn-out provision functions as a contract law mechanism to harmonize risk between buyer and seller, reflecting how agreements attempt to balance ambition with protection. At their core, contracts in transactions like this are tools of trust and alignment, structuring the terms that allow companies to capture both tangible assets and intangible value.

The Rhode deal demonstrates how today’s M&A in consumer industries merges legal structure with cultural relevance. Earn-out provisions, retention clauses, intellectual property protections, fiduciary duties, and regulatory approvals together make up the legal architecture that determines whether this $1 billion investment pays off over time. The outcome of the Rhode deal will show whether contracts and corporate governance can capture something as abstract as brand authenticity.

 

They say “necessity is the mother of invention,” and in Latin America, necessity runs deep. Over one‑quarter of the population still lives outside the formal financial system; families in remote Andean and Amazonian towns are hemmed in by their sheer distance away from nearby cities, with mountains breaking up supply chains and denying them vital access to medication or counseling. Nevertheless, these gaps have become canvases for entrepreneurs. Rappi’s yellow backpacks coursing through Bogotá alleys and Nubank’s purple cards in Brazilian favelas are proof that creativity plus code can turn structural pain points into billion‑dollar solutions. Investors have followed this energy, betting that the next global platforms can rise from places where the need for change is visceral, everyday, and impossible to ignore.

A decade and a half ago Latin American founders confronted three almost‑universal headwinds: venture capital (VC) was scarce, incorporation and exit rules were labyrinthine, and the most skilled engineers were lured abroad by higher salaries and deeper capital pools. A World Bank review of the period notes that foreign funds—when they showed up at all—dominated the largest deals because few domestic financial institutions were willing or even allowed to back VC vehicles. Local startups were left under‑financed and over‑regulated.

Even so, a handful of breakout companies began to prove that scale and liquidity events were possible. Mercado Libre’s 2007 Nasdaq IPO, which raised USD 289 million, demonstrated regional e‑commerce could be both profitable and investor‑friendly. Globant’s 2014 debut on the New York Stock Exchange signaled that a home‑grown software firm could compete globally and tap U.S. public markets. Despegar’s 2017 listing extended that narrative into online travel. This milestone excited capital and talent back into the ecosystem and, just as importantly, reassured international investors that Latin America offered real paths to liquidity.

As these companies flourished, regional policymakers began launching reforms that rewired the startup ecosystem’s legal plumbing. Recent statutory overhauls have made it far easier—and safer—for capital to flow into young companies. Brazil led the charge with the Marco Legal das Startups (Law 182/2021) created explicit limited-liability shields for passive angel and VC investors, opened a regulatory sandbox for testing new technologies, and streamlined public-procurement rules so startups can sell to government without prohibitive red tape. Mexico matched that spirit with its S.A.P.I. corporate form—a venture-friendly shell that allows for active and passive investors to take on different corporate governance roles—and then layered on the Fintech Law of 2018, which complements the corporate S.A.P.I. shell by giving two clear National Banking and Securities Commission licence tracks: IFPE (electronic-payment institutions, i.e., e-wallets) and IFC (crowdfunding platforms). Startups now have clarity on compliance requirements and predictable approval timelines, significantly easing fundraising and regulatory processes. Colombia’s earlier SAS model (Law 1258/2008) cut incorporation times from months to days; Argentina (2017) and Uruguay (2019) later copied this template, creating a near‑uniform playbook for cross‑border deals. Collectively, these reforms have given global investors the safety they were missing fifteen years ago.

Against this backdrop of regulatory progress and early successes, Latin America was perfectly positioned when global liquidity surged in 2021: Brazil and Mexico captured more than half of the total USD 16 billion that startups raised that year. Cheap money, pandemic‑driven digitization and a fear of missing out pulled megafunds like SoftBank and Tiger Global into ten‑figure rounds for Nubank, Kavak and Rappi.

Global macro conditions flipped in 2022. Rapid U.S. interest-rate hikes and recession fears drove investors toward safer assets, pulling Latin-American venture funding down from USD $7.9 billion in 2022 to about USD $4 billion in 2023. Yet LAVCA characterises this pull-back as a consolidation, not a collapse: 2023 deal counts still outpaced pre-pandemic norms, and early-stage rounds captured 42 % of all VC dollars, signalling that appetite for new bets remains healthy. Meanwhile, LatAm-focused fund managers raised roughly US $2.1 billion for new vehicles in 2023—the region’s third-largest haul ever—adding home-grown dry powder to the ecosystem. Analysts at Crunchbase and TechCrunch note that the tighter market has pushed founders to prioritise unit economics and a clear path to profitability over “growth at any cost,” a shift many believe will make the next cycle more resilient.

Despite this significant progress, some critical headwinds remain strong enough to threaten the region’s growth momentum. First is macro volatility: inflation spikes and rate hikes in the market have led regional VC firms to shy away from making major investments, with the USD 16 billion raised in 2021 dropping to just USD 4 billion in 2023. Second, a late‑stage capital gap has opened; with crossover funds on the sidelines, many scale‑ups turned to venture debt, which still topped USD 1.2 billion across 47 Latin deals in 2022. Third, fragmented regulation and patchy infrastructure raise the cost of regional expansion; rural broadband penetration in some countries is less than half the urban rate, capping digital‑services growth. Finally, a relentless talent drain—fueled by dollar‑denominated remote offers from U.S. and EU firms—forces local startups to compete on salary before equity culture is fully accepted.

Looking ahead, the path forward is clear. First, broadening the late-stage investor base by inviting local pension funds and insurers to invest in startups will create a stable capital foundation, reducing dependence on unpredictable international funding. Second, achieving regulatory harmonization, especially in fintech, will allow startups to scale seamlessly across Latin America’s diverse markets. Third, clarifying and codifying equity-compensation rules will transform stock options into a compelling retention tool, anchoring talent locally. Finally, strategic investments in digital infrastructure, combined with simplifying bureaucratic procedures, will dramatically expand market reach and accelerate growth, ensuring ideas swiftly translate into real-world impact. If these milestones are met, the next generation of Latin American founders will secure both the funding and the talent they need—without ever needing to book a ticket to Silicon Valley.

Ultimately, Latin America’s strength lies in its people—the entrepreneurs who know firsthand the challenges they seek to overcome. Time and again, they’ve transformed adversity into innovation, turning everyday obstacles into global opportunities. With continued support, strategic reforms, and a shared commitment to progress, there’s every reason to believe the coming decade will witness unprecedented growth, propelled by the spirit, ingenuity, and unwavering resilience of those who proudly call this region home.