Mergers & Acquisitions

Was it only twelve months ago? Last year, dental health featured prominently in Utah’s 2025 legislative session, with the passage of a state-wide ban on the addition of fluoride in Utah’s drinking water. This decision garnered national attention and sparked some entertaining debates. The 2026 session probably won’t bring as much attention to Utah’s dental sector. However, there are already some initiatives to pay attention to. The Big One: HB 270 The most significant so far is HB 270 Healthcare Worker Post Employment Amendments.  This bill proposes to ban non-competes and non-solicits on licensed healthcare workers, including dentists. Note: The definition of "healthcare worker" in the current text specifically includes dentists, but notably, dental hygienists are not currently listed. While the bill targets the healthcare industry broadly, the dental industry will want to monitor it closely. Most practices, whether independent or those affiliated with Dental Support Organizations (DSOs) and Dental Partnership Organizations (DPOs), rely on non-competes and non-solicits. These restrictions are often the primary tool used to protect the practice's goodwill against an associate leaving and taking the patient base they built up to a practice across the street. The non-solicit ban is a strict one. Here is the core part: (1) On or after May 6, 2026, a person and a healthcare worker may not enter into nonsolicitation agreement that prevents a healthcare worker from informing a former patient of any of the following: (a) the healthcare worker's current place of employment; or (b) the healthcare worker's future place of employment. (2) A nonsolicitation agreement that violates Subsection (1) is void. The bill does provide exceptions in the cases of a severance agreement that is reached with a dentist and/or in connection with a sale of a business. Pediatric Initiative? While no bill file has been opened as of yet, at the Utah Chamber’s legislative preview last week, it was mentioned that legislative leadership is looking at measures to address oral health in children. We wonder if that might come in the form of additional fluoride resources or expanded Medicaid coverage or some other policy. We will update this post if we see a specific proposal.

During 2025, lawmakers across the 50 states opened over 1,000 AI-related bills. Congress became justifiably worried that local lawmakers would go overboard, and came very close to passing an AI regulatory moratorium that would preclude states from weighing in. Many states pushed back firmly on this. On Dec. 11, the White House took matters into its own hands with an executive order laying out a plan for discouraging state laws that regulate AI in ways that are imprudent. The order does several things, such as instructing the DOJ to create a litigation task force to challenge state laws under preemption and/or interstate commerce clause principles wherever possible. It also threatens to withhold federal money (broadband and other federal grants) to states that enforce onerous AI laws. The Department of Commerce will publish its evaluation of such state laws within 90 days. It also directs the FTC to issue a policy statement on how laws that force AI to change its outputs (bias mitigation rules) could qualify as deceptive practices under federal law, allowing the FTC to override them. The FCC is given a job too. It is directed to work through whether its existing authority to regulate telecommunications systems (on which the internet and AI models run) would give it the ability to preempt certain state laws on AI. The EO explicitly does not target state laws regarding child safety, infrastructure (e.g., data center zoning) or state government procurement of AI technologies. The real test will come over the course of the year as states move ahead to roll out AI related laws or regulations anyway. The EO is not directly binding on the states. Rather, it is a framework of action the agencies might take, so expect there to be some test cases if federal agencies take action under the new policy.

Since the late 1970s, USDA has been collecting information regarding foreign ownership of agricultural lands under the Agricultural Foreign Investment Disclosure Act of 1978 (“AFIDA”). This little known, and often overlooked law, requires foreign persons to notify USDA of transactions that result in the foreign ownership or control of agricultural and forest lands within 90 days of securing the interest. Historically this information was used by USDA to provide reports to Congress regarding foreign land ownership. However, in recent years, there has been significant attention to foreign land ownership and its implications on national security, particularly concerning lands near military bases and training facilities. As a result, AFIDA reporting has taken on greater significance and is regularly shared with other interested federal agencies. These trends have led USDA to assess potential gaps in its reporting requirements and consider regulatory updates. USDA recently announced its intention to update AFIDA’s reporting framework. Interested parties are invited to submit comments by January 28, 2026. We anticipate that data collected by USDA will continue to be shared regularly with the U.S. Department of Defense and the Committee on Foreign Investment in the United States (“CFIUS”) to assist with risk assessments and identify potential national security concerns.

We think of AI as the most exciting and transformative technology of our time, and I wouldn't argue with that. However, one of the less talked about aspects is the potential it has to bring viability to Quantum computing by (as I've been told) quickly finding and controlling for the random calculation errors that are inherent in the powerful technology. As a Quantum future becomes more and more possible, governmental policy is also developing around it. The first meaningful Quantum policy initiative in the U.S. actually came in 2018 in the form of the National Quantum Initiative (NQI) Act. This provided funding for Department of Energy (DOE) and National Science Foundation (NSF) research centers at national labs and universities across the country. It also directed NIST (National Institute of Standards & Technology) to forge industry connections through economic consortia. These were investments and grants that promoted the deep tech R&D that needed to happen if the U.S. wanted to be in a competitive position for this frontier technology. Late last year, a White House memo called out the need to prioritize Quantum development, noting the growing commercial viability of the technology: "As quantum technologies mature and become increasingly available on the commercial market, bolstering U.S. leadership will require advancing fundamental science while also tackling emerging engineering challenges and strengthening the critical technologies enabling the quantum ecosystem." It goes on to calls on federal agencies to prioritize practical R&D that looks at end user applications. Pre-competitive consortia are to be promoted. Then, earlier this month, Senators Todd Young (R-IN) and Maria Cantwell (D-WA) introduced the National Quantum Initiative Reauthorization Act of 2026. The bill would extend the National Quantum Initiative by five years to December 2034. That's of course good. But the bill also does something else that is noteworthy by expanding focus to commercial applications. It's an important shift in emphasis, reflecting the White House memo in part but going even further. Here are a few ways the bill proposes to do this: It would establish a number of new academic and private-public initiatives including three NIST Quantum Centers, five NSF Multi-disciplinary Centers for Quantum Research and Education, a quantum workforce coordination hub and quantum testbeds. This would significantly expand the touch points for the technology both to additional locations across the U.S. but also in some cases beyond the science centers and into the commercial arena. It would bring NASA to the table by authorizing it to pursue R&D in satellite communications and other areas. Again, real world applications. It also focuses on the Quantum supply chain, pushing for the creation of Quantum foundries that would make the technology more accessible. Funding for these initiatives may be squeezed between efforts by the House to find budgetary savings and pressure from the White House to dramatically increase defense spending. However, given the ample defense applications of Quantum tech, it is always possible the momentum takes Quantum funding the other way. It's worth keeping tabs on. The next Quantum Center, foundry or business consortium could be coming to your city soon! Follow us for more law and policy updates.

I love our firm's footprint. Dorsey & Whitney's legal professionals sit in 22 offices across the U.S. and internationally, where they apply global talent at a local level. These offices are in financial centers like New York, London, Hong Kong and Chicago as well as in high growth cities in the Rocky Mountains, like Salt Lake City (where I sit). We are anchored in the Midwest, which has led to some of our firm's strengths in sectors like health care, banking, chemicals and ag. With this many legal eyes and ears watching law and policy developments in diverse business communities, we thought it only made sense to share insights we are seeing. Our focus will be on developments that we are close to and that are useful for our clients. We won't purport to cover everything, but we will try to bring a practical, useful viewpoint. As part of that, we will do some curating by pulling in excerpts from our firm's longer updates, particularly ones that address the frontiers of law and policy. We will also drop in short notes and call-outs. We hope this will bring a particular focus that, again, is useful to our clients, many of whom are just like us, competing globally while operating locally.