On March 20, 2025, the staff of the U.S. Securities and Exchange Commission’s (the SEC) Division of Corporation Finance issued new guidance that permits Form S-3 registration statements that are not automatically effective upon filing, typically used by issuers that are not well-known seasoned issuers (WKSIs), to be declared effective after the issuer files its Annual Report on Form 10-K but before filing the proxy statement containing information required by Part III of Form 10-K (Part III Information) that was properly omitted from the issuer’s timely filed Form 10-K.

On February 12, 2025, Texas House Bill 2747 was introduced, requiring health care entities to notify the Texas Attorney General of certain transactions at least 90 days before completion. This bill aims to increase transparency in health care transactions, including mergers, sales or acquisitions, and governance changes, with penalties for non-compliance. If passed, it will significantly impact health care transactions in Texas.

The U.S. District Court for the Northern District of Illinois recently dismissed a putative class action complaint alleging the term “natural” on Fiji Water bottle labels is false and misleading due to alleged microplastics contained in the water, because the plaintiffs failed to provide specific evidence to plausibly establish such contamination.