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U.S. Expands Russian Energy Sector Sanctions, Proposes Major Tariff Hikes on Nearly All Russian-Origin Goods & Imposes New Sanctions on Belarus

March 11, 2022

by Lawrence Ward, Dave Townsend, and T. Augustine Lo

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As part of its expanding sanctions against Russia, the Biden Administration on March 8, 2022, issued Executive Order 14066 (“EO 14066,” see here) to bar imports into the United States of Russian crude oil, petroleum; petroleum distillates, liquefied natural gas, coal or coal products. EO 14066 also prohibits any new investment by U.S. persons in the Russian energy sector. In the previous week, the Biden Administration has also expanded export controls on oil refinery equipment destined for Russia and extended the recently expanded export controls on Russia to apply to Belarus as well.

In addition, on March 11, President Biden announced from the White House his intention to significantly increase the tariff rate on nearly all Russian goods imported into the United States in concert with similar tariff actions by other G-7 countries. The Biden Administration will now seek new legislation to revoke Russia’s Permanent Normal Trade Relations (“PNTR”) status under U.S. trade laws, which would subject Russian-origin goods to less favorable import tariff rates than the goods of almost all other countries in the world. Because multiple members of Congress in both parties already indicated support for such a measure in response to Russia’s invasion of Ukraine, this loss of PNTR status for Russia is likely to occur relatively soon.

Also on March 11, President Biden issued a new March 11 executive order (“March 11 EO”) to impose even harsher sanctions against Russia that are unique in the post-World War II period with respect to a major industrialized economy. The March 11 EO bans U.S. imports of Russian fish and seafood, alcoholic beverages, and non-industrial diamonds and also prohibits exports of luxury goods to Russia. Beyond that, March 11 EO contemplates the United States will prohibit new investments in sectors of the Russian economy beyond the energy sector already blocked by Executive Order 14066. The March 11 EO also prohibits the exportation of U.S. dollar banknotes to Russia.

President Biden and his Administration announced these latest actions as Russia’s invasion of Ukraine continues and Russian military action against Ukrainian cities intensifies. As we reported earlier here and here, U.S. sanctions and export controls against Russia (and now Belarus) have grown rapidly since Russia began its military campaign in Ukraine. As a result, many companies across diverse sectors such as aviation, software, entertainment, media and retail have suspended their operations in Russia, terminated business relationships with Russian entities and severed ties with affiliates in Russia. However, the new U.S. economic sanctions and export controls launched by the Biden Administration target the Russian energy sector more broadly and more specifically than previous restrictions, given its outsized contribution to the domestic Russian economy, including new prohibitions against energy product imports from Russia and U.S. investments in that particular sector in Russia. The PNTR measure and March 11 EO are further evidence of the Administration’s exceptional focus on applying unprecedented levels of economic pressure to meet the Russian attack on Ukraine. Moreover, companies should expect more such actions as both the Administration and Congress weigh even further punitive measures against Russia and Belarus.

U.S. Bans Imports of Russian Crude Oil, Petroleum and Petroleum Distillates, Liquefied Natural Gas, and Coal and Coal Products and Prohibits New U.S. Investment in Russian Energy Sector.

On March 8, President Biden signed EO 14066 to ban the import into the United States of crude oil, petroleum; petroleum distillates, liquefied natural gas, coal or coal products (collectively, the “Energy Products”) that originate from Russia. In addition, EO 14066 prohibits any new investment by U.S. persons in the Russian energy sector. The U.S. Department of the Treasury Office of Foreign Assets Control (“OFAC”), which is responsible for the implementation and enforcement of EO 14066, has provided guidance (summarized below) to clarify its key requirements.

The Biden Administration had previously rejected calls to bar imports of Russian crude oil and liquefied natural gas in the wake of Russia’s invasion of Ukraine, citing concerns that such a ban would raise already-high energy prices and hurt U.S. consumers and that such action also lacked support from the European Union (“EU”). However, in announcing EO 14066, President Biden noted that the United States is far less reliant on Russian energy sources than Europe and stated the United States would take such action “when others cannot” because of their reliance on Russian energy supplies. Moreover, Congressional action to ban imports of Russian oil and gas appears imminent (see below), which could codify certain elements of EO 14066 into U.S. law.

However, it is important to keep some perspective on the ultimate economic significance of such U.S. import barriers against, say, Russian crude oil that would normally then be refined in the United States into other fuel products such as gasoline, diesel fuel or aviation fuel. For example, according to U.S. Government data, the United States imported about 27.7 million barrels of Russian crude oil in 2020, which made up only 1.3% of the nation’s total crude oil imports that year. By way of comparison, the United States imported more than 1.3 billion barrels of crude oil from Canada, which represented some 61% of the 2.2 billion barrels of crude oil the United States imported in 2020.  Expressed another way, according to U.S. Government data, Russia exported roughly 5.5 million barrels per day of crude oil and condensates in 2020, so the United States imported only five days of Russia’s total global exports of those products that year. All-in, in 2020, the U.S. imported roughly only about 7% of its total Energy Products from Russia.

In contrast, it is estimated that the EU imports roughly one-quarter of all its crude oil and about 40% of its natural gas from Russia, so the United States and the EU would naturally view the practicality of such a total ban on Energy Product imports from Russia quite differently. As much as the United States and the EU want to coordinate and adopt largely parallel sanctions on Russia to address the dire situation in Ukraine and as much as the EU would no doubt prefer to reduce its own energy dependence upon Russia at this point, the EU will likely have to chart its own more gradual reductions of such Russian energy imports to avoid unacceptable damage to its own national economies among the EU Member States.

Ban on Russian Energy Product Imports.

EO 14066 expressly prohibits the importation into the United States of Russian-origin “crude oil, petroleum, petroleum fuels, oils, and products of their distillation; liquefied natural gas, coal, and coal products.” In a guidance published the same day, OFAC interprets this prohibition to apply to “goods produced, manufactured, extracted, or processed in the Russian Federation” unless they have been “incorporated or substantially transformed into a foreign-made product.”1

Although the term “substantial transformation” is not defined within OFAC’s latest guidance, it is well-known in U.S. customs law, which holds that the origin of an imported article corresponds to the last place where it undergoes a change in its name, character and use through a significant manufacturing process. Accordingly, a U.S. importer of any manufactured Energy Product such as petroleum or petroleum distillates or coal products (if the importer does not already have such information) should undertake immediate due diligence on its supply chain to verify whether that product is of Russian-origin or instead has undergone a “substantial transformation” in a third country to confer a new country of origin that would avoid the EO 14066 ban. However, since crude oil, liquefied natural gas, and coal do not usually undergo any intermediate manufacturing process before importation, it is unlikely those particular Russian-origin Energy Products will be able to benefit from the “substantial transformation” exception in EO 14066.

The importation ban came into effect on March 8, 2022. The same day, OFAC issued a new General License 16 (“GL 16”) to allow U.S. persons to wind-down their importation of Russian-origin Energy Products that are based on any pre-March 8, 2022 written agreements. The GL 16 wind-down window of 45 days will end at 12:01 a.m. U.S. Eastern Time on April 22, 2022. GL 16 also explicitly authorizes all transactions ordinarily incident and necessary to the importation of such covered Energy Products during this wind-down period, such as the payment for such purchases or the logistics for their shipment to the United States.

Ban on U.S. Investment in the Russian Energy Sector.

EO 14066 also prohibits U.S. persons from making any new investment in the energy sector of Russia unless otherwise authorized by OFAC. Although EO 14066 itself does not define what is considered the energy sector of Russia, OFAC broadly interprets that economic sector to include

the procurement, exploration, extraction, drilling, mining, harvesting, production, refinement, liquefaction, gasification, regasification, conversion, enrichment, fabrication, or transport of petroleum, natural gas, liquefied natural gas, natural gas liquids, or petroleum products or other products capable of producing energy, such as coal or wood or agricultural products used to manufacture biofuels, the development, production, generation, transmission or exchange of power, through any means, including nuclear, electrical, thermal, and renewable energy sources.2

OFAC’s guidance also interprets “new investment” to mean “a commitment or contribution of funds or other assets for, or a loan or other extension of credit to, new energy sector activities (not including maintenance or repair) located or occurring” in Russia on or after March 8, 2022.3 OFAC further interprets a loan or extension of credit to include many diverse forms of financial transactions such as currency swaps, purchases of debt, purchases of loans made by another, sales of financial assets subject to repurchase, certain refinancing, issuance of standby letters of credit, and drawdowns on existing lines of credit. EO 14066’s text does not seem to cover existing investments held by U.S. persons, and it does not clearly cover trading in publicly-traded shares, but OFAC may issue further guidance on these subjects. (Other future U.S. person investments in sectors of the Russian economy outside the energy sector have also been addressed in the new March 11 EO, as explained in the following section of this article.)

March 11 Executive Order.

The March 11 EO4 broadly targets the Russian economy in ways that are unprecedented for a major U.S. trading partner since the end of World War II. The March 11 EO specifically calls for bans on imports of Russian-origin fish and seafood, alcoholic beverages and non-industrial diamonds and on exports of luxury goods to Russia. In addition, the March 11 EO also authorizes the Secretary of the Treasury and Secretary of Commerce to broaden both import and export bans to other products. The March 11 EO also empowers the Secretary of the Treasury to ban new investments by U.S. persons in entire sectors of the Russian economy beyond the EO 14066 ban against new investments in the Russian energy sector.

Perhaps the most striking feature of the March 11 EO is its prohibition on the exportation, re-exportation or supply of U.S. dollar denominated banknotes to Russia. This broad ban will adversely affect the Russian Central Bank as well as Russian companies and ordinary Russian citizens. By limiting Russia’s access to such U.S. banknotes, that will further reduce the value of the Russian ruble in relation to the U.S. dollar and make it more difficult for the Russian government and Russian companies or individuals to repay U.S. dollar-denominated debts or to purchase imports that would be payable in U.S. dollars.

Along with the March 11 EO, OFAC issued several new general licenses to soften the blow for certain persons. OFAC created a short two-week window to wind-down U.S. import transactions affected by the new ban. OFAC will also allow U.S. persons to continue making certain personal remittances and payments for personal maintenance in Russia despite the ban on sending U.S. dollar banknotes to Russia. Nongovernmental organizations also will be able to engage in certain humanitarian and democracy-building activities in the recently sanctioned Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine.

Blocking Sanctions on More Russian Oligarchs and Government Leaders.

On March 3, 2022, OFAC imposed blocking sanctions on a large number of wealthy Russian individuals, their close relatives, and certain aircraft and recreational vessels owned by them. These Russian oligarchs are reputedly tied to Russian President Vladimir Putin’s inner circle. As a result of these sanctions and coordinated actions by U.S. allies, a global hunt is underway to seize the sanctioned superyachts belonging to these Russian oligarchs. In the same announcement, OFAC also designated for blocking sanctions several organizations and individuals that are tied to Russia’s worldwide online propaganda campaign. On March 11, OFAC announced additional blocking sanctions against key Russian leaders including Dmitriy Sergeevich Peskov, President Putin’s spokesperson, and his immediate family members.

Expanded U.S. Export Controls for Belarus and Russia.

The U.S. Department of Commerce Bureau of Industry and Security (“BIS”) has also issued four new notices that expand U.S. export controls for items destined for Belarus or Russia.

  • On March 2, 2022, BIS imposed on Belarus the same expanded export controls that it had announced the previous week for Russia, which we previously reported here and made other changes to the Export Administration Regulations (“EAR”). The BIS announcement of this action is available here.
    • Belarus is now subject to the expanded export controls on Categories 3 through 9 of the Commerce Control List (“CCL”); the new foreign direct product (“FDP”) rules announced for Russia and Russian military end users (“MEUs”); expanded export controls for reasons of nuclear non-proliferation concerns; and MEU and military-intelligence end-user prohibitions. BIS also amended the availability of License Exceptions AVS, CCD, and ENC with respect to Belarus under the expanded CCL and FDP controls;
    • BIS added two Belarusian entities to the Entity List; and
    • BIS removed an exemption for mass-market encryption items for eight Russian entities on the Entity List.
  • On March 3, 2022, BIS expanded the scope of oil refinery equipment that require a BIS export license to export to or be transferred within Russia. The new rule retains a preexisting restriction on exports of oil and gas items that are intended for use in Russian oil and gas projects or where the end use is unknown and now adds a list of oil refinery items under a new Supplement No. 4 to EAR Part 746 that will require a BIS export license for any exports to Russia whether or not those items are intended for use in oil projects or refineries in Russia. Supplement No. 4 provides both Schedule B and six-digit Harmonized Tariff Schedule (or “HTS”) codes for the covered items, which will now include, among other things, oil and gas field wire line and downhole equipment, gas separation equipment, and similar gear such as alkylation and isomerization units, delayed cokers, flexicoking units, hydrogen generation technology, refinery fuel gas treatment and sulphur recovery technology or thermal cracking units.
  • On March 3, 2022, BIS added 91 Russian-owned entities to its Entity List under 96 new entries. The U.S. Government believes there is a significant risk that these entities are engaging in activities that are contrary to U.S. national security and foreign policy interests. U.S. exporters should take particular notice that these 91 Russian-owned entities are located not only in Russia itself but also in Belize, Estonia, Kazakhstan, Latvia, Malta, Singapore, Slovakia, Spain and the United Kingdom.
  • On March 4, 2022, BIS added the Republic of Korea (called “South Korea” in the EAR) to the list of countries that are exempt from the new “foreign direct product” (“FDP”) export license requirements imposed on third country exports to Belarus and Russia under EAR Section 746.8. This exemption is based on BIS’s determination that South Korea has its own robust export controls regime that makes the additional EAR-based FDP controls unnecessary. The currently exempt countries from the additional FDP requirements appear in Supplement No. 3 to EAR Part 746.

Potential Removal of PNTR Status and Congressional Action on Russia. 

The On March 11, the Biden Administration announced that the United States and the other G-7 countries will jointly seek to revoke Russia’s “most favored nation” (“MFN”) or “permanent normal trade relation” (“PNTR”) status under their respective domestic trade laws.5 Assuming this action proceeds, Russia would thereby lose the principal benefit of its World Trade Organization (“WTO”) membership6 with respect to some major trading partners for exports of its Energy Products and other Russian goods. This concerted action by the United States and its allies will greatly burden Russian exports to countries that represent more than half of the global economy, although other WTO member states may choose to continue to grant MFN status to Russian-origin goods under the WTO system.

Under U.S. trade laws, the United States grants PNTR status to enable free international trade with another nation. In U.S. practice, PNTR for a foreign nation means that it receives all the normal benefits of free trade, such as lower tariffs that are enjoyed equally by other U.S. trading partners that have PNTR under U.S. law. A nation with PNTR status will not be disadvantaged in trading with the United States as compared to other U.S. trading partners.

Revoking Russia’s PNTR status would thus immediately raise the U.S. tariffs on nearly all imported goods that originate from Russia (which would be goods other than the Russian Energy Products that are now barred outright from importation under EO 14066 or the other products that are banned under March 11 EO). Canada adopted just such a punitive measure late last week and placed a 35% tariff on all imports from Russia. Currently, under U.S. law, among all the nations of the world, only Cuba and North Korea lack PNTR status. As a result of not having PNTR status, Cuban and North Korean goods are subject to much higher U.S. import tariff rates (as high as 45% or even 110% in some instances) to the extent the importation of such goods is not already prohibited outright by U.S. trade embargoes imposed on those countries.

The Biden Administration’s announcement on PNTR coincides with Congressional efforts to address the Russian invasion of Ukraine, including Congressional action to revoke PNTR status for Russia. The U.S. Congress has been considering further punitive measures against Russia, which could add yet more (or more intense) U.S. economic sanctions and export controls. However, it is unclear what specific action that Congress may take as a compromise package is still being negotiated between the House of Representatives and the Senate, with particular attention to certain Russian energy or financial services companies. In monitoring these possible Congressional approaches to the Ukraine crisis, the Biden Administration may have formulated its own Energy Product import prohibition in EO 14066, its PNTR revocation proposal (as summarized above), and March 11 EO, at least in part, to get ahead of potential Congressionally-mandated efforts to do the same.

# # # # #

If you have any questions regarding this eUpdate, please contact the attorneys profiled below. Dorsey’s attorneys routinely counsel clients to address and mitigate the impact of U.S. economic sanctions, trade embargoes, export controls and other measures that affect cross-border transactions.

1 OFAC Frequently Asked Question 1,019 (Mar. 8, 2022), available at: https://home.treasury.gov/policy-issues/financial-sanctions/faq/added/2022-03-08.
2 Id.
3 Id.
4 The White House also issued an explanatory Fact Sheet to accompany March 11 EO: https://www.whitehouse.gov/briefing-room/statements-releases/2022/03/11/fact-sheet-united-states-european-union-and-g7-to-announce-further-economic-costs-on-russia/  
5 On August 22, 2012, Russia became a WTO member after a 19-year membership accession process. WTO rules require that each WTO member grant newly acceding members “immediate and unconditional” MFN or PNTR status. To comply with those WTO requirements, the United States extended PNTR status to Russia through Congressional action that President Obama signed into law effective as of December 14, 2012.
6 Both the United States and Russia are signatories to certain WTO agreements that generally require MFN or PNTR treatment for imports from other WTO member nations. Ending Russia’s PNTR status would likely then lead to WTO trade disputes that might take years of international trade litigation between the United States and Russia to reach any meaningful conclusion.

 

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Minnesota Consumer-Fraud Enforcement: Disclaimers Won’t Cure Deception, and Penalties Can Add Up

Misleading advertising claims can lead to costly consequences. In State of Minnesota ex rel. Ellison v. Wall & Associates, Inc., No. A25-2064, 2026 WL 3118291 (Minn. App. Oct. 19, 2026), the Minnesota Court of Appeals recently affirmed a bench trial verdict against a tax-relief company and two executives for violations of the Minnesota Consumer Fraud Act (“MCFA”) and the Minnesota Deceptive Trade Practices Act (“MDTPA”). The decision, which affirmed a substantial restitution and civil penalty judgment, underscores the broad power of the Minnesota Attorney General to act against deceptive sales practices. The decision also offers practical lessons for businesses seeking to reduce liability risks in consumer-facing communications. Background Wall & Associates (“W&A”), a Virginia-based tax-relief company, marketed assistance to taxpayers seeking relief from outstanding federal and state tax liabilities, often with offers in compromise—agreements to settle tax liabilities for less than the amount owed. In its extensive advertising campaigns, W&A represented that its average client received a 90% reduction in their tax debt, that it was a local company with Minnesota offices, that it provided legal services, and that it would “Solve ALL Tax Problems.” In reality, W&A’s promises bore little resemblance to what many clients received. Most of W&A’s clients saw just a 9.5% reduction in federal tax debt and 1.2% in state tax debt. W&A had no permanent Minnesota offices. And W&A provided neither legal representation nor assistance with filing tax returns—those services required referrals to separate firms for an additional fee. All the while, W&A clients paid upfront and recurring fees, including during periods when W&A did no work on their cases. Minnesota Attorney General Keith Ellison sued W&A, its founder and owner Ernest Kenneth Wall, and its president and CEO Patrick Mark Yates, alleging violations of, among other laws, the MCFA and the MDTPA. Following a 12-day bench trial, the district court determined that W&A violated the MCFA and MDTPA through its false and embellished advertising. The district court also held Wall and Yates individually liable for those violations because they directed, participated in, and acquiesced in the violations. The district court ordered injunctive relief, $2.7 million in restitution (with Wall and Yates jointly and severally liable for $1.3 million), and civil penalties of $786,517 against W&A, $415,500 against Wall, and $207,750 against Yates. The district court also awarded over $2.5 million in attorneys’ fees and costs to the state. W&A, Wall, and Yates appealed to the Minnesota Court of Appeals, which affirmed the district court’s decision on October 19, 2026. Although W&A, Wall, and Yates challenged the judgment on numerous grounds, several highlights of the decision provide important takeaways for consumer-facing businesses. Individual Reliance Is Not Required for Statutory Liability W&A argued that Attorney General Ellison had to prove a causal nexus between each violation of the MCFA and MDTPA and the injury to a particular consumer to establish liability. In W&A’s view, this required proof that each injured consumer had personally relied on W&A’s false representation. The Court of Appeals rejected this argument based on the MCFA’s and MDTPA’s plain language, which requires no proof of actual deception or confusion by consumers. The Court of Appeals finally pointed to the Minnesota Supreme Court’s decision in State v. Minnesota School of Business, Inc., which held that when a defendant’s misrepresentations are directed at and affected “a broad group of consumers, proof of direct individual reliance is not required to establish a causal nexus between MCFA violations and the harm suffered by consumers.” 935 N.W.2d 124, 135 (Minn. 2019). The Court of Appeals affirmed, however, that a causal nexus is necessary to support an award of damages under the MCFA and MDTPA. In making that determination, district courts look to various factors, including whether the misrepresentations were “longstanding, pervasive, and widespread in communications directed to consumers,” whether the seller intended and understood that consumers would rely on the misrepresentations, and whether the information was of a kind on which consumers would typically rely. The Court of Appeals’ decision continues Minnesota School of Business’s broad interpretation of liability under the MCFA and the MDTPA. Coordinated marketing campaigns to a “broad group of consumers” may expose businesses to MCFA and MDTPA liability without customer-by-customer proof of injury. That said, a causal nexus remains an element of an MCFA and MDTPA claim, and businesses involved in litigation should build a clear record at trial and on appeal showing how each of the relevant factors bears on the causal-nexus inquiry. Contractual Disclaimers Are Not an Automatic Defense to a Misleading Pitch W&A next argued that disclaimers in its client contracts prevented consumers from claiming they had been misled by its advertising. Reiterating that individual reliance is not required under the MCFA and MDTPA, the Court of Appeals held that a contractual disclaimer does not necessarily defeat a claim based on a conflicting oral representation. And on the facts of this case, the Court of Appeals agreed with the district court that W&A’s contractual disclaimers were insufficient given the extensive misrepresentations by W&A and the unequal bargaining power between it and its customers. This holding confirms that contractual disclaimers are not a cure-all for misleading advertising or sales practices. Businesses should review the entire customer journey, including pre-contract representations, as those representations may survive a contractual disclaimer to the contrary. And if faced with litigation, businesses should build a strong record, both at trial and on appeal, showing why any disclaimer is effective in context. The State Has Broad Authority to Seek Restitution W&A also challenged Attorney General Ellison’s authority to seek restitution under the state’s parens patriae authority to protect residents’ collective interests, arguing that injury to only 228 Minnesotans did not affect a sufficiently substantial segment of the population. The Court of Appeals rejected a simple headcount approach, instead explaining that the state had a legitimate interest in protecting residents’ economic well-being as a whole. In any event, the Court of Appeals held that if restitution was not appropriate under the state’s parens patriae authority, then it would still be appropriate under the Attorney General’s enforcement powers under Minn. Stat. § 8.31. The decision reinforces that the broader and more sustained the deceptive advertising, the stronger the case for restitution to protect Minnesotans’ economic interests. Civil Penalties Accrue Per Violation, Not Per Defendant The Court of Appeals finally rejected W&A’s claim that the Attorney General’s enforcement powers under Minn. Stat. § 8.31 permit only civil penalties of up to $25,000 for each defendant. Rather, the Court of Appeals explained that penalties are limited to $25,000 per violation. Multiple violations can therefore produce substantially greater penalties. The Court of Appeals also rejected the argument that restitution made penalties unnecessary: repaying consumers does not eliminate the need to address gains from deceptive conduct and deter future violations. Final Takeaways Align every consumer-facing communication. Broad and extensive marketing campaigns can expose businesses to stronger enforcement standards under the MCFA and MDTPA, making it critical that consumer communications remain accurate and consistent from the first advertisement through the final sale. Plan for layered enforcement exposure. Penalties under the MCFA and MDTPA can add up quickly: W&A, Wall, and Yates ultimately faced more than $6 million in civil penalties, restitution, and attorneys’ fees. The decision continues a line of Minnesota cases recognizing the Attorney General’s broad consumer-protection authority. Details matter. Although the Attorney General’s enforcement power is broad, it is not boundless. As the Court of Appeals explained, issues of causation, the effectiveness of contractual disclaimers, and the availability of restitution and civil penalties all turn on the specific facts of the case. Effective advocacy at trial and on appeal is critical to developing the facts relevant to liability and damages.

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The Methane Regulatory Pendulum Swings Again: EPA Proposes Sweeping Changes to Federal Standards for the Oil and Natural Gas Sector

Few environmental regulations better illustrate Washington’s regulatory “ping-pong” than EPA’s methane standards for the oil and natural gas sector. Over the last decade, successive administrations have repeatedly expanded, narrowed, rescinded, reinstated, and revised federal methane requirements, leaving industry to navigate a shifting compliance landscape with each change in administration. EPA’s October 27, 2026 proposal to reconsider significant portions of the 2024 oil and natural gas New Source Performance Standards (“NSPS”) and Emission Guidelines (“EG”) under Subparts OOOOb and OOOOc represents the latest swing of the regulatory pendulum. If finalized, the proposal would substantially reduce compliance obligations in several areas, particularly with respect to lower-producing wells, associated gas flaring, equipment and control-device standards, and the Super Emitter Program. EPA estimates that the proposal would result in approximately $45 billion in savings, while preserving what the agency considers appropriate methane emission controls. EPA’s proposal was published in the Federal Register on October 29, 2026. Comments must be received on or before December 16, 2026.  Significantly, EPA is not using this rulemaking to reconsider its general authority to regulate methane emissions from the oil and natural gas sector. Rather, the agency is addressing specific requirements adopted in the 2024 methane rule, while broader questions concerning greenhouse gas regulation are being addressed in separate proceedings. The present proposal therefore focuses on the appropriate design and scope of particular methane regulations, rather than resolving the threshold question of whether methane may be regulated under the Clean Air Act at all. I.    EPA Proposes to Eliminate the Super Emitter Program Among the proposal’s most consequential changes is the complete elimination of the Super Emitter Program. Adopted in 2024, the program created a regulatory framework under which EPA-certified third parties could identify large methane releases using approved remote-sensing technologies. Upon receiving a qualifying notification from EPA, owners and operators were required to investigate the reported emissions event, report findings to EPA, and take corrective action where necessary. EPA now proposes to repeal the Super Emitter Program in its entirety. The agency questions the program’s legal and policy foundations, including the role of third parties in identifying emissions events and triggering regulatory obligations. EPA also questions whether the program is necessary or effective given other requirements applicable to regulated sources and whether its expected emissions reductions justify its costs and implementation challenges. Because the program was incorporated into both the NSPS applicable to new, modified, and reconstructed sources and the EG applicable to existing sources, its removal would affect federal requirements as well as the presumptive requirements that States otherwise would be expected to address in Clean Air Act § 111(d) plans. Importantly, EPA’s proposed repeal does not prevent States from developing and implementing their own Super Emitter Program based on the existing requirements, which several states are already doing.  II.    EPA Reconsiders Associated Gas Requirements Another centerpiece of EPA’s proposal is its reconsideration of the 2024 rule’s restrictions on flaring associated gas from oil wells. The 2024 rule determined that the best system of emission reduction (“BSER”) generally required operators to capture and beneficially use associated gas by routing it to a sales line, using it onsite, or reinjecting it, rather than routinely flaring it. Although EPA provided certain transition periods and compliance flexibilities, particularly for wells facing infrastructure constraints, the rule ultimately established a framework strongly favoring capture and utilization over flaring. Since promulgation, EPA has received significant feedback regarding gathering-system limitations, gas quality issues, and other practical barriers operators face in securing outlets for associated gas. In response, EPA proposes to replace the existing capture-focused approach with a substantially more flexible standard. EPA argues that the 2024 rule relied too heavily on the availability of third-party gathering and processing infrastructure that is often beyond an operator’s control, raising questions regarding achievability and cost-effectiveness. Under the proposal, BSER would be based on routing associated gas to a flare or other control device capable of achieving at least a 95 percent reduction in methane and volatile organic compound (“VOC”) emissions. Operators could continue to capture gas for sale, use it onsite, or reinject it where feasible, but those practices would no longer be required. EPA also proposes that if a portion of associated gas is routed to sales or used for another purpose, the remaining portion must comply with the 95 percent standard. For example, if a company can route 40 percent of its associated gas to a sales line, the company would need to route the other 60 percent to a control device with a 95 percent reduction, or to a flare. EPA is also soliciting comment on less sweeping alternatives that would preserve the basic structure of the 2024 associated-gas program, while providing additional compliance flexibility. In particular, EPA requests comment on whether it should retain the current capture-and-sales framework but expand the circumstances under which temporary flaring is permitted or extend the duration of temporary flaring allowances where operators face infrastructure constraints. EPA appears to recognize that gathering-system availability, processing constraints, and other third-party factors can affect an operator's ability to route gas to sales, even where the operator ultimately intends to comply with the capture requirements. These requests for comment suggest that EPA is considering whether targeted revisions to the existing framework could address implementation concerns without fully abandoning the 2024 rule's underlying preference for gas capture and beneficial use. III.    EPA’s Reconsideration of the “No Identifiable Emissions” Standard EPA's proposal would substantially revise the 2024 rule’s “no identifiable emissions” (“NIE”) requirements applicable to certain covers and closed vent systems (“CVS”) associated with storage tanks. Under the existing rule, covered equipment generally must operate without identifiable emissions, creating a compliance framework that focuses heavily on the absence of observable emissions rather than solely on equipment design or overall control effectiveness. Since promulgation, industry has argued that the standard effectively functions as a zero-emissions requirement that may be difficult to satisfy under all operating conditions, even where equipment and vapor control systems are properly designed, maintained, and operated. Moreover, EPA stated in the preamble to the 2024 rule that any identified emissions would constitute a deviation of the emissions limitation, resulting in a framework under which the observation of emissions could itself establish noncompliance. EPA now proposes to separate the requirements into distinct design and operational components and to fundamentally alter how compliance with the operational NIE requirement is evaluated. EPA proposes to distinguish between deviations of the design requirements and deviations of the operational NIE requirements. Under the proposed approach, failure to repair an identified emission or defect within 24 hours would constitute a deviation of the design requirement, although not necessarily an underlying violation. Separately, operators could demonstrate compliance with the operational NIE requirement by making repairs as soon as practicable, with an initial repair attempt within five days and final repair within 30 days, or by qualifying for the existing delay-of-repair provisions. A deviation of the operational requirement would occur if the applicable repair deadlines are not met and the delay-of-repair provisions do not apply. The proposal also establishes a new framework for addressing recurring or “chronic” emissions events. After the third emissions event or defect from the same cover or CVS within a year, the owner or operator would be required to conduct an investigative analysis within 10 days to determine whether the underlying cause relates to equipment design, operation, maintenance, or prior repair efforts. The results of that investigation would have important compliance implications. If recurring emissions are attributable to a design flaw, EPA would treat the issue as a deviation of the design requirements. If the emissions result from inadequate prior repairs, the deviation would be attributed to the repair requirements. If operations, maintenance, or other site practices are responsible, the deviation would be classified under the operational requirements. EPA would also require implementation of corrective measures identified through the analysis, including design modifications within 90 days and operational or maintenance-related corrective actions within 30 days. Taken together, these revisions would shift the NIE standard away from a framework in which the mere presence of emissions may establish noncompliance and toward one that focuses on whether operators identify emissions, complete timely repairs, investigate recurring problems, and address the root causes of repeated emissions events. IV.    Solicitation of Comment on “Legally and Practicably Enforceable” Standard EPA is also soliciting comment on the definition of “legally and practicably enforceable” (“LPE”), which industry has identified as one of the more problematic existing requirements. Under the 2024 rule, EPA adopted an interpretation of LPE that many commenters argued effectively disqualifies numerous state regulatory programs, permits, and other federally enforceable mechanisms from serving as the basis for remaining below applicable Subpart OOOOb storage tank thresholds. In particular, stakeholders have asserted that the current LPE framework makes it difficult for state air permitting programs and other state regulatory requirements to satisfy EPA's criteria, thereby causing more storage tanks and other emission units to remain subject to Subpart OOOOb requirements than would otherwise be the case. EPA now requests comment on whether its current interpretation of LPE is overly restrictive and whether alternative approaches would better account for the manner in which state permitting and regulatory programs are administered and enforced. The request is significant because a broader interpretation of LPE could allow a wider range of federally enforceable state permits and regulatory requirements to satisfy exemption criteria under OOOOb, potentially reducing the number of storage tanks and other sources subject to direct NSPS regulation. As a result, the LPE issue has implications that extend beyond compliance mechanics and could materially affect the scope of sources regulated under the federal methane program. V.    Revised Requirements for Marginal Wells EPA is also proposing significant revisions to the treatment of lower-producing wells under Subparts OOOOb and OOOOc. The agency notes that marginal wells constitute a substantial portion of the nation’s producing well inventory but account for a relatively small share of overall production. At the same time, EPA discusses studies estimating that marginal wells contribute a disproportionate share of methane emissions from oil and natural gas production. The agency is evaluating whether the 2024 rule appropriately accounts for the operational characteristics, emissions profiles, and compliance costs associated with these wells. To address those concerns, EPA is proposing two alternative approaches to well-site subcategorization. Under the first option, EPA would distinguish between marginal and non-marginal well sites. EPA proposes to define a marginal well as a well that produced no more than 15 barrels of oil equivalent (“BOE”) per day over the prior 12-month period and a marginal well site as a site consisting exclusively of marginal wells with total site-wide production of no more than 15 BOE per day over the same period. EPA is also soliciting comment on whether marginal wells should be further subdivided based on production levels, including a potential distinction between sites producing 6 BOE per day or less and sites producing more than 6 BOE but no more than 15 BOE per day, which could result in additional regulatory flexibility for the lowest-producing wells. Under the second option, EPA would distinguish between conventional and unconventional well sites and tailor requirements based on that classification, including reduced requirements for conventional wells. The agency is seeking comment on which framework better reflects the operational and emissions characteristics of different well sites, as well as whether additional subcategories should be established within the marginal-well population and the extent to which compliance requirements should differ among categories. VI.    LDAR, Pneumatic Controllers, Control Device Monitoring, and Facility Modifications EPA's proposal also includes several targeted revisions to the 2024 rule's leak detection and repair (“LDAR”) requirements. Most notably, EPA proposes additional flexibility in the use of advanced monitoring technologies and seeks to move away from compliance frameworks that rely heavily on a single detection method. The agency is proposing changes intended to facilitate the use of multiple monitoring technologies, including optical gas imaging and other alternative detection approaches, and is seeking comment on whether technology-neutral compliance options can achieve equivalent emissions reductions at lower cost. EPA also proposes revisions for components and equipment that are particularly difficult to monitor using conventional LDAR methods, reflecting concerns that certain 2024 requirements may not be practical or cost-effective in the field. More broadly, EPA questions whether some of the monitoring frequencies adopted in 2024 appropriately balance compliance burdens and emissions-reduction benefits and seeks comment on additional opportunities to tailor LDAR obligations based on emissions risk and source characteristics. EPA also proposes technical revisions to requirements governing control devices and related equipment. These include changes addressing continuous pilot-flame requirements, flame-monitoring data deviations, control-device alerts, visible-emissions test conditions, temporary or backup control devices, temporary process controllers, and control-device categories. The agency’s stated objective is to provide additional compliance flexibility while maintaining appropriate emissions controls. The practical effect will depend on the final requirements and the equipment and circumstances to which each amendment applies. The proposal also addresses pneumatic controllers and equipment leaks at gas processing plants. For certain high-pressure process controllers at transmission compressor stations, EPA proposes a separate regulatory approach based on its reassessment of technical feasibility and cost. The proposal should not be read as establishing a general exemption for pneumatic controllers across the industry. EPA also proposes changes to other equipment-specific requirements, including requirements applicable to pumps, storage vessels, and equipment leaks at gas plants, in response to concerns raised following promulgation of the 2024 rule. Finally, EPA proposes changes to certain requirements governing liquids unloading and other well-site operations, as well as technical corrections and clarifications to the existing regulatory text. These provisions form part of EPA’s broader effort to address implementation concerns and reassess the costs and expected emissions reductions associated with selected requirements in the 2024 rule. Operators should evaluate the specific proposed amendments applicable to their facilities rather than assume that the proposal would provide across-the-board relief from existing monitoring, equipment, or control-device obligations. VII.    Implications for States and Future Congressional or Administrative Action EPA’s proposal would substantially revise several consequential elements of the 2024 methane rule, but it would not eliminate regulation of existing oil and natural gas sources under Clean Air Act § 111(d). As a result, states remain subject to the existing obligation to develop and submit plans for existing sources. If the proposed revisions are finalized, states currently developing those plans may need to reevaluate key program elements, including requirements relating to associated gas, well-site subcategories, the Super Emitter Program, and other compliance obligations. The proposal does not itself extend the January 22, 2027 deadline for state-plan submissions established under the existing framework. The Congressional Review Act (“CRA”) remains a potential source of uncertainty. Depending on when EPA submits a final rule to Congress and the applicable congressional-session timing, a future Congress and President could seek to disapprove the rule under the CRA. A successful disapproval would invalidate the rule and generally restrict the agency from issuing a rule in substantially the same form absent subsequent statutory authorization. The CRA’s lookback provisions can affect the period during which a rule remains subject to congressional review, so the risk cannot be assessed solely by reference to the calendar year in which the rule is finalized. The timing of finalization and submission to Congress, together with the applicable congressional calendar, will determine the extent of that exposure. Finally, unlike the CRA, which can nullify a recently promulgated rule through legislative action, a future administration seeking to unwind this rule would generally need to proceed through a new notice-and-comment rulemaking. EPA would need to revisit the underlying BSER determinations, cost analyses, technical feasibility findings, and enforceability conclusions that support the final rule. Because this proposal is grounded heavily in findings regarding achievability, legal and practical enforceability, and cost-effectiveness, a future administration would need to develop a sufficient record supporting different conclusions before reinstating more stringent requirements. Consequently, the final rule may prove more durable than prior pendulum swings, even if it remains politically controversial.

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Dorsey Celebrates Pro Bono Week and Honors Attorneys and Business Professionals for Impactful Pro Bono Work

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Observations on the SEC’s 2027 Examination Priorities

The SEC’s Division of Examinations (the “Division”) recently announced its examination priorities (“Exam Priorities”) for fiscal year 2027.1 Although many of the Division’s core areas of focus remain consistent with fiscal year 2026, the 2027 Exam Priorities include notable changes and refinements, which we discuss below, along with other key 2027 examination priorities. Dorsey Observations Renewed focus on economic conflicts of interest. After certain economic-incentive topics received less emphasis in the 2026 Exam Priorities2, the Division has again expressly identified economic conflicts as an examination focus. The 2027 Exam Priorities indicate that the Division will prioritize reviewing advisers’ fiduciary obligations relating to economic conflicts of interest raised by fee rebates, fee and expense calculations, cash management, quid pro quo arrangements, and deposits and withdrawals. Greater emphasis on private-fund practices. Building on the private-fund items in the 2026 Exam Priorities, the 2027 Exam Priorities indicate that the Division will assess private-fund disclosures and controls relating to investment allocations, leverage, affiliated service providers, and fees and expenses. The Division also identified investments in private companies through special purpose vehicles (“SPVs”) and loans provided by private funds and business development companies (“BDCs”) as products the Division will scrutinize. Advisers, particularly private-fund advisers, should evaluate whether their disclosures and compliance programs address these areas. Expanded focus on AI-related cybersecurity risks. While the 2026 Exam Priorities focused on advisers’ use of and representations regarding artificial intelligence (“AI”), the 2027 Exam Priorities specifically highlight AI-enabled cybersecurity threats, including AI-generated phishing and synthetic or “deepfake” voice and video used for social engineering. The shift signals that registrants should consider whether their cybersecurity policies and controls adequately address these evolving threats. New focus on proxy advisory firms. The 2027 Exam Priorities state that the Division will examine advisers that rely on proxy advisory firms, including how those advisers evaluate the firms’ recommendations, assess the bases for those recommendations, identify potential conflicts of interest, and determine whether that reliance satisfies applicable legal obligations. Advisers that rely on proxy advisory firms may wish to consider whether their compliance programs address these areas. Updated focus on Regulation S-P and Regulation S-ID. The 2026 Exam Priorities stated that the Division would engage firms during examinations regarding their progress in preparing incident response programs ahead of the compliance dates for the amendments to Regulation S-P and would examine compliance with the amended rule after those dates. The 2027 Exam Priorities indicate that examinations will focus on whether firms have developed, implemented, and maintained reasonably designed policies and procedures addressing administrative, technical, and physical safeguards to protect customer information and that, in accordance with the amended rule, staff will evaluate response program policies and procedures for unauthorized access to or use of customer information, including customer notification procedures and oversight of service providers. With respect to Regulation S-ID, the 2027 Exam Priorities indicate that examiners will assess whether firms are updating their Identity Theft Prevention Program to address emerging risks, such as those related to AI and stolen credentials. Advisers may wish to consider whether their compliance programs address these areas, as applicable. Summary of Other 2027 Examination Priorities Beyond the developments discussed above, many of the Division’s core examination priorities remain consistent with fiscal year 2026. These include investment adviser fiduciary obligations and compliance programs, examinations of never-examined and recently registered advisers, and cybersecurity and operational resiliency. The Exam Priorities are not exhaustive, and examinations will vary based on each registrant’s business, activities and risks. Advisers should consider the 2027 Exam Priorities in reviewing their compliance programs and preparing for potential examinations, including by: Reviewing risk disclosures and controls. The Division states that, when examining advisers to private funds, it will assess whether investment-related risk disclosures are consistent with fiduciary standards and whether compliance policies, procedures, and controls are designed to address both fund-level and investment-level risks. Reviewing disclosures on allocations, leverage, and affiliated service providers. The 2027 Exam Priorities identify disclosures related to certain investments and allocations, the use of debt and fund-level lines of credit, and the use of affiliated service providers as examples. Confirming the accuracy of fee and expense calculations. The Division states that it will assess the accuracy of fee and expense calculations at both the fund and investment levels, and it identifies fee rebates, cash management, quid pro quo arrangements, deposits, and withdrawals as areas in which economic conflicts of interest may affect the impartiality of advice. Reviewing recommendations of illiquid or hard-to-trade products. The Division states that it will prioritize advisers that recommend products that are difficult to trade, have unusual features, or are illiquid, including loans provided by private funds or BDCs and investments in private companies through SPVs. Confirming that the compliance program is implemented and reviewed. The Division states that it will review compliance program components such as marketing, valuation, and custody, as appropriate, and will typically analyze the annual compliance review. It will also focus on compliance practices when advisers have started advising new asset classes or clients or grown through mergers or acquisitions. 1 SEC Division of Examinations 2027 Examination Priorities. 2 See Dorsey’s Client Alert on the SEC’s fiscal year 2026 exam priorities.

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Dorsey London Team Secures Positive Rankings from The Legal 500, Including Premium Recognition for Commercial Litigation Team

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Capital Markets Lawyer Cameron Half Joins Dorsey’s London Office

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Dorsey & Whitney Advises Beijing Xunzhong on Two Consecutive H Share Placings Raising HK$418.5 Million

International law firm Dorsey & Whitney LLP acted as Hong Kong legal advisors to Beijing Xunzhong Communication Technology Co., Ltd. (“Xunzhong”) as to Hong Kong law in connection with two consecutive placings of new H shares under general mandate (the “First Placing” and the “Second Placing”, respectively, and together, the “Placings”). Xunzhong’s H shares are listed on the Main Board of the Hong Kong Stock Exchange (Stock Code: 2597). Winbull Securities International (Hong Kong) Limited acted as sole overall coordinator and placing agent on both Placings. The First Placing of 11,190,000 new H shares at HK$28.20 each was completed on September 17, 2026, followed by the Second Placing of 3,550,000 new H shares at HK$29.00 each on October 30, 2026. The Placings raised approximately HK$315.56 million and HK$102.95 million in gross proceeds, respectively, or approximately HK$418.51 million in aggregate (approximately HK$415.96 million in aggregate net proceeds). Both Placings were conducted under the same general mandate granted by shareholders at Xunzhong’s 2025 annual general meeting, and each was completed within one week of the signing of its placing agreement. Completing placings in consecutive months is relatively uncommon in the Hong Kong market, and doing so called on the technical depth of Dorsey’s Hong Kong Capital Markets team. Working closely with Xunzhong to understand its business needs and prepare the transaction documents, the team addressed in quick succession the remaining capacity under the general mandate, disclosure of the use of proceeds and the maintenance of Xunzhong’s public float, enabling both Placings to be completed seamlessly. “We are pleased to have advised Xunzhong on both Placings,” said Rachel Han, Partner and Co-Head of Dorsey’s Asia Capital Markets practice. “We appreciate the trust placed in our team and the close collaboration among all parties involved. We look forward to supporting Xunzhong as it continues to execute its growth strategy and pursue future capital markets opportunities.” Xunzhong is principally engaged in cloud-based communications services and enterprise digitalization services in the PRC. As disclosed in its announcements, the net proceeds of the First Placing are allocated to developing Xunzhong’s new computing power operation services business, while those of the Second Placing will be used to integrate model-as-a-service (MaaS) and AI agent capabilities into its existing cloud communications platform-as-a-service (PaaS) platform and software-as-a-service (SaaS) products. Approximately 55% of the net proceeds of the Second Placing will be used for computing power equipment upgrades for the MaaS system, approximately 35% for MaaS, PaaS and SaaS platform upgrades, and approximately 10% for working capital and general corporate purposes. With a single MaaS platform and shared computing power supporting its PaaS and SaaS offerings, Xunzhong intends for its MaaS, PaaS and SaaS capabilities to complement and reinforce one another, and to address customer needs from multiple angles, from embedding AI in customer communications and business workflows to maintaining stable performance at scale and keeping customer data within controlled environments. Partner and Co-Head of Dorsey’s Asia Capital Markets practice Rachel Han and Of Counsel in the Capital Markets and Corporate Compliance group Carlton Ng, along with Associate Kristy Ting, led the Dorsey Hong Kong Capital Markets & Corporate Compliance group in advising Xunzhong on both Placings.

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2027 IARD Renewal Program Deadlines

Event/Resource

Corporate Counsel Symposium 2026 Materials Hub

Materials Symposium Agenda Sessions 8:30 am - 9:30 am CT Session A: The Corporate Compass: Finding True North When Ethical Duties Conflict Philip Kaplan, Senior Legal Counsel, Howden Re Lucia Suljic, Vice President, Corporate Legal, Canon USA Nicole Stanton, Partner & Deputy General Counsel, Dorsey & Whitney LLP This panel addresses ethical obligations of in-house counsel, including balancing obligations and duties that may conflict with each other. How should a responsible in-house lawyer deal with those challenging situations? Rather than stick to an academic discussion, this panel will revolve around a series of practical scenarios that are designed to be realistic and timely, including situations where counsel is asked to represent both the company and an individual, how and when to disclose uncomfortable facts and inconvenient documents, issues involving changing firms and companies, and multijurisdictional practice. The panel will feature discussion from two experienced in-house lawyers and Dorsey’s Deputy General Counsel. Session B: Managing Rapid Regulatory Change in International Trade and Cross-Border Investment Nathan Brower, Executive Vice President, General Counsel, Nature’s Sunshine Greg Ogunsanya, Senior Vice President, General Counsel and Corporate Secretary, H.B. Fuller Kathryn Wood, Senior Vice President & General Counsel, DecoPac, Inc. Dave Townsend and Lawrence Ward, Dorsey & Whitney LLP This program is designed for attorneys advising on cross-border transactions, international trade, regulatory compliance, and corporate governance matters. Panelists will examine recent developments in U.S. trade and investment law and policy, as well as their impact on international collaborations, corporate compliance, and mergers and acquisitions. The discussion will explore how general counsel and in-house legal teams assess and manage evolving trade-related risks within their organizations. Particular focus will be given to developments during the first two years of the second Trump Administration, including changes in tariff policy, tariff refunds, export controls, economic sanctions, and national security reviews of foreign investment. Through a discussion of regulatory trends and practical case studies, attendees will gain a deeper understanding of the legal risks and compliance obligations associated with cross-border business activities, and hear about practical strategies for advising clients and managing compliance obligations in a rapidly changing trade and investment environment. 9:45 am - 10:45 am CT Session A: The Elon Musk Cases: What Tesla and Twitter Can Teach Your Board of Directors Loren Unterseher, Managing Partner, Oxbow Industries, LLC Shulamite White, Chief Legal Officer and Head of People, Motive Technologies Kirsten Schubert, Tom Swigert, and Jonathan Van Horn, Dorsey & Whitney LLP Recent cases involving Elon Musk and his businesses have had significant impact on principles governing board of directors’ fiduciary duties and corporate processes. This panel will examine recent litigation involving Elon Musk, Tesla, and Twitter, and its effects on the law governing the duties of directors and executives, including the executive compensation and director compensation processes, conflicts that may arise when a single executive has control over multiple businesses, and the ramifications of tweets or other public statements by an executive. Session B: All Eyes on DEI: Managing Diversity Efforts Amid Regulatory Scrutiny and Potential Litigation Maggie Dalton, Senior Commercial Attorney, Cargill; Board Co-Chair, Twin Cities Diversity in Practice Laura A. Vannelli, Legal Counsel, Mayo Clinic Susan Lorenc and Jack Sullivan, Dorsey & Whitney LLP The legal and regulatory landscape surrounding diversity, equity, and inclusion (DEI) initiatives has changed dramatically over the past two years. Law firms and legal departments are continuing to grapple with how to recruit, retain, and develop talent from a wide range of personal backgrounds, in a world where previously accepted recruiting and employment practices are facing increased scrutiny and litigation. This program will provide a practical overview of the current legal regime, including recent federal enforcement actions and litigation trends associated with DEI initiatives. Panelists will discuss practical ways in which organizations can pursue and retain legal talent and increase inclusion while minimizing legal, business, and reputational risk. 11:00 am - 12:00 pm CT Session A: Governance in an Age of Increasing Unpredictability James Chosy, Senior Executive Vice President and General Counsel, U.S. Bancorp Todd Hartman, Executive Vice President and Chief Legal and Risk Officer, Best Buy Co., Inc. Alan Rosselot, Associate General Counsel & Assistant Secretary, Delta Air Lines, Inc. Cam Hoang and Robert Rosenbaum, Dorsey & Whitney LLP More than ever, ensuring that boards are well-informed and forward-thinking is critical to a company’s success. Join our panel of corporate governance experts as they share their experiences advising boards through crisis and unpredictable events; capitalizing on, but also checking, disruptive technologies; and positioning the company to succeed in an environment of shifting government priorities. Session B: A Day in the Life of a Trademark, Copyright & Advertising Attorney: A Hypothetical Case Study Alexander Kim, Vice President and General Counsel, Binks Nate Whitaker, Chief Legal Officer and General Counsel, Crumbl Cathy Dahl and Tiffany Shimada, Dorsey & Whitney LLP What issues are companies facing daily while developing rights in intellectual property, protecting those rights, and staying in compliance with myriad potential issues related to advertising, social media, relationships with influencers, and environmental or governmental claims? This panel will feature two in-house counsel who are navigating these issues, utilizing a hypothetical case study, with the support of two Dorsey attorneys helping to develop a roadmap for meeting business objectives and minimizing the risk of claims. 12:00 pm - 1:15 pm CT Keynote Address Dr. Rebecca Heiss, Stress Physiologist Dr. Rebecca Heiss is a stress physiologist, author, and sought-after speaker who helps audiences transform fear and stress into fuel for greater performance and resilience. Her research has been recognized as “transformative” by the National Science Foundation, and she is the author of two books, Springboard and Instinct. Through her Fear(less) message, Rebecca inspires audiences with practical, science-based strategies to train our brains to work for us – not against us – and navigate change and uncertainty with greater confidence.