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Board Member Competencies for the AI World
In this episode of Mintz On Air: Practical Policies, Jennifer Rubin and Ginny Johnson discuss how artificial intelligence is reshaping corporate governance and the competencies boards need to remain effective. The conversation explores modernizing board composition and director qualifications, addressing “toxic niceness” through candid board evaluations, aligning director recruitment and succession planning with long-term business strategy, and strengthening collaboration between boards and management to better oversee emerging risks and opportunities in an AI-driven environment.
MintzTech Connect: All Things Technology — October 2026
In this edition of MintzTech Connect, Dan DeWolf and Sam Effron explore key developments affecting emerging companies, including a landmark Delaware court decision confirming that public benefit corporation (PBC) directors are not required to maximize shareholder value in change-of-control transactions. The newsletter examines the implications of the ruling for founders, investors, and directors, highlights Mintz’s pro bono partnership with A Good Option (AGO) to support equity-based charitable giving in the startup ecosystem, and features client Retro, a private photo-sharing platform founded by former Instagram executives that recently completed a Series A financing.
The Hidden Risks of AI Note-taking
In this webinar, Jennifer B. Rubin and Emma Follansbee examine the growing use of AI-powered meeting assistants and automated note-taking tools in the workplace, highlighting the legal, compliance, and operational risks these technologies can create. The presenters discuss key considerations related to privacy, consent, attorney-client privilege, data security, and litigation exposure, as well as the distinctions between enterprise and third-party AI tools. They also offer practical guidance on developing policies, managing vendor relationships, and implementing responsible governance practices to help organizations mitigate the risks associated with AI-generated meeting records.
California’s AI-in-the-Workplace Legislative Blitz: California Legislature Passes Four New Bills That May Affect Employers
In this client alert, Jennifer B. Rubin and Brody Zaugg examine four California AI-related employment bills that could impose new obligations on employers using artificial intelligence and workplace monitoring technologies. The proposed legislation would regulate automated decision systems in employment decisions, require additional disclosures for AI-related workforce reductions, restrict the use of emotion-recognition and neural data technologies, and limit workplace surveillance practices. The authors outline the bills’ key requirements and offer practical guidance for employers preparing for increased oversight of AI-powered workplace tools.
New York Enacts Law Significantly Expanding Employee Access to Personnel Files
In this client alert, Michael S. Arnold, Corbin Carter, and Evan M. Piercey discuss New York’s newly enacted personnel records law, which takes effect on November 8, 2026, and expands employee rights regarding access to and correction of personnel files. The law requires employers to provide personnel records upon request, notify employees when certain negative information is added to their files, allow employees to respond to disputed information, and retain personnel records for three years after separation. The authors also outline key compliance considerations and practical steps employers should take before the law becomes effective.
Delaware Court Confirms: PBC Directors Need Not Maximize Shareholder Value
In this article, Dan DeWolf and Neelam Karamchandani discuss the Delaware Court of Chancery’s landmark Drakes Landing decision, which held that Public Benefit Corporation (PBC) directors are not required to maximize shareholder value in change-of-control transactions. Instead, PBC boards must balance shareholder interests, stakeholder impacts, and the company’s stated public benefit, while benefiting from statutory safe-harbor protections when acting on an informed and disinterested basis. The decision provides founders and directors with greater flexibility to preserve mission-driven objectives in M&A transactions, while underscoring the importance of documenting the board’s balancing process.
Mintz On Air: Practical Policies — The Risks of AI Prompt Injections in the Workplace
AI prompt injections are an emerging workplace risk that can manipulate AI-driven hiring and decision-making systems using hidden instructions embedded in otherwise ordinary documents. In this Mintz On Air podcast, employment attorneys Jen Rubin and Kevin Kim discuss how candidates can game AI tools through prompt and data injections, the security and confidentiality risks posed by unauthorized AI use, and practical steps employers can take, including human oversight, employee training, vendor diligence, and stronger AI governance.
Mintz On Air: Practical Policies — Taking Your Candidates to the Vet
As candidate screening becomes more complex with the rise of AI-generated applications, deepfakes, and evolving background check regulations, employers must balance effective vetting with legal compliance. This article discusses common screening pitfalls, key requirements under federal, state, and local laws, and practical strategies for designing background check processes that mitigate hiring risks while ensuring fair and individualized candidate assessments.
Two New Non-Compete Laws Take Effect in Virginia and Tennessee
As states continue to expand restrictions on non-compete agreements, employers face an increasingly complex patchwork of compliance requirements. This article highlights new laws in Virginia and Tennessee that limit the enforceability of certain non-competes, introduce new employer obligations, and reflect a broader national trend toward tighter regulation of restrictive covenants. Employers, particularly those with multi-state workforces, should review existing agreements and policies to ensure compliance with evolving state laws.
Mintz On Air: Practical Policies — Real vs. Robot: Bots in the Boardroom
As artificial intelligence becomes more integrated into corporate decision-making, boards must balance the benefits of AI with their fiduciary obligations to shareholders. While AI can enhance efficiency, research, and strategic analysis, it cannot replace the human judgment, accountability, and oversight required of board members. This article explores the legal, governance, and confidentiality risks associated with AI in the boardroom and highlights practical considerations for developing policies that support responsible AI use.
Should Investors Demand Better Liquidation Terms for SAFEs?
SAFEs (the acronym for “Simple Agreement for Future Equity”) are a widely used financing tool for companies seeking to raise capital quickly and with minimal friction—particularly early‑stage companies that are not yet ready for a priced equity round. In recent years, we have seen many early-stage companies attract M&A interest before their outstanding SAFEs have converted. This trend makes it especially timely to revisit how the standard Y Combinator forms of SAFE address investor payouts when a company is sold prior to conversion, and whether investors should demand more for their high-risk investments.
Seller Considerations When Negotiating a Letter of Intent
Negotiating and signing a Letter of Intent (LOI) is a key inflection point in the process of selling your business. Buyers and sellers both want the LOI to ensure a base level of understanding on certain key terms such as price, the structure of the deal, exclusivity, and confidentiality. However, sellers generally want, and should push for, additional details before agreeing to exclusively negotiate with a potential buyer. Below are some of the key items that sellers should ensure they have a full understanding of.
Early- and Growth-Stage Companies in Distress: What Directors Need to Know about their Fiduciary Duties
In this article we provide practical guidance for directors of Delaware corporations in these moments of distress, including an overview of how fiduciary duties change as a company approaches or enters insolvency. Our advice is targeted to early- and growth-stage companies, but the principles here will apply to all Delaware corporations, regardless of size.
Checklist for Foreign Companies Expanding into the US
You’re a foreign company looking to set up shop in the United States. You have weighed the pros and cons of expanding your business into the United States, confirmed the compatibility of any products or services you offer with the US market, and have a team ready to expand your business in the United States. All you need now is to make sure you have checked all the legal and regulatory boxes. We’ll walk you through those boxes, like choosing a business structure, navigating laws and regulations concerning immigration, employment, and taxes, securing funding and real estate, and more. With smart planning and preparation, your company can thrive on this side of the pond.
Maryland Enacts Sweeping Privacy Reform
Members Gregg Benson, Daniel DeWolf, and Associate David Salamon co-authored an article in ALI CLE’s The Practical Lawyer discussing the tax implications and strategies for converting a start-up organized as an LLC into a corporation. Their article specifically dives in on the potential benefits of the Qualified Small Business Stock (QSBS) rules under Section 1202 of the Internal Revenue Code.
The Qualified Small Business Stock Issues Affecting Conversion Of An LLC Into A Corporation, as published in the practical lawyer
Members Gregg Benson, Daniel DeWolf, and Associate David Salamon co-authored an article in ALI CLE’s The Practical Lawyer discussing the tax implications and strategies for converting a start-up organized as an LLC into a corporation. Their article specifically dives in on the potential benefits of the Qualified Small Business Stock (QSBS) rules under Section 1202 of the Internal Revenue Code.
Preparing a VC-Backed Company for an Exit Event
Initial public offerings (IPOs) and M&A exits are the two most common means of achieving liquidity in a private company. This article addresses an acquisition transaction, which requires preparation and oversight that many founders and managers need to learn as they go. Although getting to an M&A exit event is by no means a guarantee, nor is it the desired path for every founder, there are several things that founders and the company management team can do to ensure that the M&A process goes smoothly.
In Split Vote, FTC Approves Controversial Final Rule Banning Most Post-Employment Non-Competes; Rule Already Subject to Challenge in Court
On April 23, 2024, by a 3-2 margin, the FTC voted to finalize its controversial non-compete rule, which, generally, will prohibit businesses from entering into non-compete agreements with nearly all workers across the U.S. going forward and invalidate the existing non-competes of nearly 30 million workers.
New Jersey Adopts a Comprehensive Data Privacy Law
2023 was a record-breaking year, with legislators in Delaware, Indiana, Iowa, Montana, Oregon, Tennessee and Texas passing comprehensive data privacy laws, joining California, Colorado, Connecticut, Utah and Virginia. Already 2024 is on pace to beat 2023’s record year, as New Hampshire (New Hampshire Privacy Act, SB 255-FN), New Jersey (New Jersey Privacy Act, SB 332) and Kentucky (HB 15) lawmakers have already passed comprehensive privacy laws. This post provides the details and information you and your business need to know about the New Jersey Privacy Act (NJPA), signed into law by Governor Phil Murphy. You can find our discussion regarding the New Hampshire Privacy Act here.
Important Updates to the New York LLC Transparency Act
The New York LLC Transparency Act (NYLTA) has recently been amended. The key take-aways are as follows:
Effective Date has been pushed back a year to January 1, 2026.
Reporting Companies formed or registered in New York prior to January 1, 2026 will have until January 1, 2027 to provide initial reporting information.
Reporting Companies formed or registered in New York after January 1, 2026 will be required to provide initial information within 30 days after formed or registered in New York.
Set forth below in additional detail is an updated Client Alert on the NYLTA.
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