.

Rachel counsels owners, developers, and contractors through all phases of their construction projects on risk and dispute management.

Rachel Burkhart represents clients on all sides of the table — owners, developers, designers, contractors, subcontractors, and suppliers — giving her a ground-level understanding of what each party needs when a project goes sideways. Based in Denver, she focuses her practice on construction litigation and contract counseling for high-value projects throughout the Mountain West, with particular depth in infrastructure, energy generation, mining, hospitality and resort, and other industrial and commercial projects. Her practice also extends to public-private partnerships and government contracts in the energy and infrastructure sectors.

On the litigation side, Rachel has tried and arbitrated construction, real estate, and financial disputes in state and federal courts and before arbitration panels. Her courtroom and hearing-room record includes multi-week arbitrations, bench trials, and appellate proceedings. She has litigated matters involving wrongful termination, delay and disruption, constructive acceleration, lost productivity, design defects, warranty claims, performance failures, and trade secrets — representing clients ranging from EPC contractors and electrical subcontractors to national health systems and utility companies.

Rachel also advises clients well before disputes arise. She regularly counsels owners, contractors, and developers on construction contract drafting and negotiation. She is well-versed in the AIA form agreements and familiar with a wide variety of project delivery models, such as design-build, engineer-procure-construct (EPC), construction manager at risk (CMAR), and progressive-design-build, to name a few. Rachel partners with clients throughout the full project lifecycle, providing counsel on issues and changes that arise during the course of construction. Her work spans conventional and alternative energy generation, electrical transmission and distribution, water and wastewater infrastructure, civil works, sports facilities, hospitals, and luxury residences.

Beyond construction, Rachel represents property owners, financial institutions, creditors, borrowers, and tenants in disputes involving distressed commercial real estate and leases, including foreclosure and eviction proceedings.

Rachel's project experience cuts across both the public and private sectors. She has worked on matters involving 600 MW wind projects, 175 MW natural gas generating stations, battery energy storage systems, deep tunnels, mines, college football stadiums, ski resort communities, and hospital construction — a range that reflects the breadth of industries she serves across the region.

Select Experience

Energy & Power Generation

  • Won arbitration award after three-week hearing on behalf of EPC contractor against owner of 136 MW wind project in Washington.
  • Obtained settlement on behalf of EPC contractor for black start addition to an existing generating station in California in a dispute with its battery energy storage system (BESS) supplier over design defects and delays.
  • Advised utility company in management and resolution of disputes with EPC contractor on 175 MW natural gas generating station in Montana.
  • Represented general contractor in warranty claims against Asian supplier of equipment installed on 600 MW wind project in Colorado.

Education

  • Columbia Law School (J.D., 2014)
    • Harlan Fiske Stone Scholar
    • Parker School Recognition of Achievement in International and Comparative Law
    • Columbia Human Rights Law Review, A Jailhouse Lawyer’s Manual, Articles Editor
  • University of Texas at Austin (B.A., History, 2010)
    • cum laude
    • Departmental Honors
    • Dean’s Honor List
    • Bridging Disciplines Program Certificate in International Studies

Bar Admissions

  • Colorado
  • Texas
  • Montana
  • Wyoming
  • North Dakota

Clerkships

  • U.S. District Court for the Northern District of Texas, Honorable David C. Godbey, 2015-2016

Accolades

  • Best Lawyers® Ones to Watch in America
    • Land Use and Zoning Law, 2022-2026
    • Real Estate Law, 2023, 2025
    • Litigation - Real Estate, 2024-2026
  • Consistently providing pro bono legal assistance to those in need through Dorsey’s Pro Bono program
  • Contributed more than 50 Diversity hours, 2023-2024

Court Admissions

  • U.S. District Court for the District of Colorado
  • U.S. District Court for the Northern District of Texas

Charitable & Civic Involvement

  • American Bar Association, Forum on Construction Law, Division 10 (Energy & Environment), Steering Committee and Diversity Liaison (2022 – 2026)
  • Member of Board of Directors of Denver World Affairs Council DBA WorldDenver (2026 – 2029)
  • Colorado Women’s Bar Association, Co-Chair of Judicial Committee (2023 – 2025)
  • Associated General Contractors of Colorado, Future Leaders Forum (2021 – 2023), Subcontractor Relations Committee (2024 – 2026)
  • Colorado Lawyer, Coordinating Editor for Business Law

Select Presentations

  • Preparing and Defending Witnesses in Depositions, CBA-CLE, Building Success: Contracts, Claims, and Collaboration in Construction Law, Denver, CO (October 8, 2025)
  • It’s Not You, It’s Me: Protecting Subcontractors in the Event of Termination, ABA Forum on Construction Law, Division 9 Hot Topic Presentation (June 12, 2024,) Virtual
  • Site Work and Foundations and HVAC/MEP, ABA Forum on Construction Law, 2023 Construction Law Foundations, San Francisco, CA (Nov. 2-3, 2023)

Insights

Client Alert

Licensing Complaints Against Contractors

August 25, 2026

I. Introduction Construction disputes often involve allegations of overbilling, defective work, abandonment, or fraud. While parties frequently turn to private litigation to resolve these disputes, state licensing authorities and regulatory boards offer an alternative enforcement pathway. If proven, licensing complaints can result in license suspension, revocation, financial restitution, or civil penalties against contractors. For these reasons, licensing complaint proceedings also afford contractors due process protections to contest complaints and preserve their reputations. This article examines the requirements for licensing complaints against contractors with particular emphasis on the types of evidence needed to support complaints, the procedural mechanisms for submitting and adjudicating those complaints, and the varying standards of conduct that trigger disciplinary authority. We also address what happens after the complaint is filed and the potential outcomes of licensing complaint proceedings. Understanding these frameworks enables project owners, contractors, and compliance professionals to navigate contractor enforcement systems effectively. II. Overview of Contractor Licensing and Complaint Frameworks a. Purpose and Scope of Licensing Enforcement State contractor licensing regimes serve dual purposes: protecting the public from unqualified, incompetent, or dishonest contractors, and maintaining professional standards within the construction industry. Administrative enforcement complements civil remedies by enabling licensing boards to investigate complaints, impose discipline, and remove bad actors from the marketplace without requiring project owners to file lawsuits. Contractor licensing laws typically authorize state agencies to investigate allegations of misconduct against contractors. Potential forms of reportable misconduct can include fraud, misrepresentation, negligence, incompetence, violations of building codes, or failure to pay subcontractors or suppliers. Disciplinary sanctions range from letters of admonishment and probation to license suspension, revocation, and civil penalties. In some jurisdictions, boards may also order financial restitution to injured consumers as part of administrative proceedings. b. Who May File Complaints Complaint processes are generally accessible to any person with knowledge of a contractor’s alleged misconduct. Property owners who have hired the contractor are the most common complainants, but statutes in several states explicitly permit complaints from subcontractors, suppliers, government agencies, trade organizations, and members of the public. In some jurisdictions, the complainant can submit their complaint anonymously. Some jurisdictions also empower licensing boards to initiate investigations on their own motion, without waiting for an external complaint. c. Types of Conduct Subject to Discipline Licensing statutes across jurisdictions identify similar categories of conduct that warrant disciplinary action. The most frequently cited grounds include: Fraud, Deceit, and Misrepresentation: Knowingly making false statements to induce a contract, concealing material facts, fraudulently obtaining a license, or submitting false documentation to licensing authorities. Gross Negligence and Incompetence: Performing work that falls below accepted professional standards, installing defective materials, or repeatedly failing to complete projects in a workmanlike manner. Willful Code Violations: Deliberately disregarding building codes, permit requirements, or safety regulations. Financial Misconduct: Overbilling, diverting funds designated for a specific project, failing to pay subcontractors or suppliers, or abandoning a project after receiving payment. Contract Abandonment: Failing to complete a project without legal justification or the owner’s consent. In addition, numerous jurisdictions establish specific grounds for discipline applicable to particular contractor specialties, such as plumbers, electricians, HVAC contractors, and home improvement contractors, with provisions tailored to the nature of work performed by each specialty. A criminal conviction may also serve as an independent ground for license discipline. III. Procedural Standards for Filing Licensing Complaints a. Complaint Format and Submission Requirements Each jurisdiction prescribes specific procedures for submitting complaints to contractor licensing boards. While requirements vary, several common elements appear across jurisdictions: Written Complaint: Complaints must be submitted in writing. Many states provide official complaint forms that must be completed, though some accept general written submissions that include required information. Identification of Parties: The complaint must identify the contractor by name and license number (if known), and provide the complainant’s contact information. Statement of Grounds: The complaint must describe the alleged violations, specifying the time, place, and nature of the conduct. Vague or conclusory allegations are typically insufficient. Verification or Oath: Some states require that complaints be verified, sworn, or submitted under penalty of perjury. Supporting Documentation: Complainants may attach relevant evidence at the time of filing, though boards may request additional information during investigation. b. General Evidentiary Principles Successful complaints against contractors require concrete, verifiable evidence that substantiates the alleged misconduct. Administrative complaints need not meet the preponderance-of-the-evidence standard at the initial filing stage. Instead, the complainant must present sufficient information to establish a prima facie case—that is, enough evidence to warrant investigation by the licensing authority. The strength and nature of the evidence determines whether a complaint proceeds to formal investigation, settlement, or dismissal. Licensing boards typically require written complaints supported by documentation that demonstrates both the contractor’s conduct and the resulting harm or code violation. c. Documentary Evidence While some jurisdictions will accept complaints without supporting documentation, the most persuasive complaints include comprehensive documentation that establishes the contractual relationship, the scope of work, the alleged breach or violation, and the resulting damages. Key categories of documentary evidence can include: Written Contracts and Amendments: The home improvement contract, construction agreement, or written estimate, amendments, change orders, or side agreements. Payment Records: Cancelled checks, bank statements, credit card receipts, wire transfer confirmations, and invoices. Correspondence: Emails, text messages, letters, and written demands sent between the owner and contractor. Photographs and Videos: Visual evidence of defective workmanship, code violations, incomplete work, or property damage. Inspection Reports and Expert Assessments: Building inspectors, licensed engineers, architects, and other qualified professionals can provide written assessments identifying code violations, substandard work, or safety hazards. Permit Records: Documentation showing that required permits were never obtained, or that work failed inspections. Proof of Prior Complaints or Violations: If the contractor has a history of similar misconduct, prior disciplinary actions, or unresolved complaints. d. Testimonial Evidence and Witness Statements In addition to documents, witness testimony and sworn statements strengthen complaints. Project owners can provide narrative evidence, such as written accounts of the project timeline, the contractor’s representations, the problems that arose, and witness statements. Some jurisdictions require that complaints be verified, sworn, or notarized, transforming the complaint into a declaration under penalty of perjury. Jurisdictions vary in their treatment of hearsay statements. e. Specialized Evidence by Type of Violation Different categories of contractor misconduct require different types of supporting evidence. For instance, complaints alleging fraud must demonstrate that the contractor knowingly made a false statement of material fact with intent to induce the owner to enter into or modify a contract. Meanwhile, claims of substandard workmanship require evidence that the work does not conform to the contract, applicable building codes, or accepted industry standards. The evidence should match the nature of the allegations in the complaint. IV. Board Investigation and Resolution of Licensing Complaints a. Initial Review and Threshold Determination Upon receipt, licensing authorities conduct an initial review to determine whether the complaint falls within their jurisdiction and whether the allegations, if proven, would constitute a violation warranting investigation. This threshold review typically focuses on: Jurisdictional Authority: Does the complaint involve a licensed contractor performing work subject to licensure requirements? Timeliness: Has the complaint been filed within any applicable statute of limitations or complaint-filing deadline? Prima Facie Case: Does the complaint and supporting evidence, taken as true, establish a plausible violation of licensing laws or regulations? Complaints that lack jurisdiction, are untimely, or fail to state a cognizable claim may be dismissed without investigation. Typically the complainant is notified in writing of the dismissal and the reasons for it. b. Investigation Process Complaints that survive initial review are referred for investigation. The investigation may include: Notice to Contractor: The licensing authority notifies the contractor of the complaint, provides a copy or summary of the allegations, and invites the contractor to respond. Document Review: Investigators review all submitted documentation and may request additional records from the complainant, the contractor, or third parties. Site Inspection: In cases involving defective work or code violations, licensing authorities may conduct on-site inspections or retain licensed professionals to evaluate the work. Interviews and Statements: Investigators may interview the complainant, the contractor, subcontractors, suppliers, and other witnesses. c. Mediation, Settlement, and Alternative Resolution Many jurisdictions offer mediation or settlement programs that allow parties to resolve complaints without formal disciplinary proceedings. Licensing boards may facilitate negotiations, and contractors who agree to correct deficiencies, provide restitution, or accept lesser sanctions (such as letters of admonishment) may avoid more severe discipline. If mediation fails or the contractor does not participate, the matter proceeds to formal adjudication. d. Formal Adjudication of Complaints At the conclusion of the investigation, the licensing authority determines whether the evidence substantiates the allegations and whether disciplinary action is warranted. The level of procedural protections to the contractor varies at this stage. The board may be required to first provide notice to the contractor that it intends to take disciplinary action and set the matter for a hearing. A few jurisdictions authorize immediate or summary suspension without prior hearing when public health, safety, or welfare requires emergency action, so long as a hearing is held promptly afterwards. As for the conduct of the hearing itself, the hearing may be limited to an oral presentation by the contractor and the complainant of their respective views, or it may allow for the submission of evidence, witness testimony, or cross-examination. Hearings are typically conducted under state administrative procedure acts, which also provide the mechanism for appeal of the board’s decision. Most jurisdictions permit the licensing authority to impose penalties that include license suspension or revocation. Typically, the contractor’s actions must rise to the level of intentional misconduct or fraud for a license to be suspended or revoked. Other disciplinary actions may include probation, reprimand or censure, restriction of scope of practice, or correction of a licensing violation. The licensing authority may order additional sanctions such as financial restitution, compensatory damages, civil penalties, and assessment of investigation costs and attorney fees. V. Conclusion Bringing complaints against contractors through administrative licensing channels provides project owners and the public with an important enforcement tool that complements private litigation. State licensing agencies and regulatory boards offer an alternative forum that can impose discipline—including license suspension or revocation—and order restitution or civil penalties where violations are proven. These proceedings also afford contractors due process protections and a clear structure to resolve disputed facts. If you believe that you have a complaint against a contractor, or you are the subject of a licensing complaint, you should contact an attorney to discuss your options and jurisdiction-specific procedures.

Client Alert

Navigating Tariff Risks in Construction Contracts

June 10, 2025

In recent months, changes to tariff laws have had a significant impact on the construction industry. With looming disruptions to global supply chains and material costs rising, there are a number of commercial and legal strategies that owners, contractors, and subcontractors can utilize to help manage the risk of tariffs. A tariff is simply a tax or a duty paid on a particular class of imports or exports from a specific country. The U.S. Customs and Border Control collects the tariff during customs clearance at the destination port in the United States. Importers are responsible for calculating and paying the tariffs before goods are released. This year, the United States has implemented reciprocal tariffs on select nations, a 10% tariff on all U.S. imports, a 50% tariff on steel and aluminum, and a 14.5% tariff on Canadian softwood lumber, to name a few. When tariffs have been implemented in the past, they have led to increased costs of construction materials, supply chain disruptions, project delays, and unpredictable pricing and budgets. The uncertain economic environment has been further exacerbated by shifting executive policies, negotiation of trade deals, and most recently, judicial rulings invalidating some of those tariffs. The new tariff laws are far reaching and can impact everything from the cost of materials to the selection of suppliers. The following are some potential strategies for managing the risk of tariffs in drafting and negotiating construction contracts. Strategies for Managing Risk of Tariffs in Construction Contracts There are several contractual risk mitigation measures that may alleviate tariff-related risks on construction projects. Openly discuss risk of tariffs and cost escalation in bid / RFP phase. Contractors and owners should consider sharing information on how tariff-related costs have historically impacted project budgets. This knowledge helps both parties understand the risk of cost escalation throughout the course of a project and prepare for any potential price adjustments due to tariffs. Contractors can provide transparency regarding how tariffs are factored into their bids, which will facilitate any future change order discussions in the event costs change. Consider impact of tariff risk when choosing project delivery model. Generally speaking, hard bid and fixed priced contracts provide stronger protections to the owner in the event of material cost fluctuations mid-project, while cost plus fee and guaranteed maximum price contracts afford the contractor greater leeway for passing on cost increases to the owner. Choosing the right project delivery model at the outset can stave off significant disagreements and disputes later down the road. Factor cost of tariffs into commercial terms. To protect against unforeseen tariff increases, contractors may adjust their contract price or contingency to allow a buffer for any material cost escalations. If contractor pricing is challenging the financial viability of a project, then owners can negotiate cost sharing provisions and other mechanisms to better allocate the risk. Some potential contract provisions that provide vehicles for allocating the risk of tariffs include: Materials Cost Escalation: A materials price escalation clause allows for an adjustment to the expected base price of specific materials upon the occurrence of certain conditions, such as a tariff increase. Change in Law: A change in law provision could allow for an adjustment to the contract price or time allotted for the project in the event of a new or revised tariff law. Force Majeure: A force majeure clause allows for an extension of time (and sometimes an adjustment in price) due to an unforeseen or uncontrollable event. Alternative Materials Clause: This provision allows for the substitution of materials due to cost increases or supply chain disruptions. Secure pricing with subcontractors. Negotiating a fixed price with subcontractors and material suppliers can allow for greater certainty regarding the cost of material goods. This protects the owner and contractor from unforeseen price fluctuations. If fixed pricing is unavailable, contractors should pay close attention to the circumstances in which they can pass on cost increases from subcontractors to the owner. Purchase materials in advance. To avoid price escalations, contractors and owners can consider purchasing materials ahead of time. Buying early fixes the cost of materials, and it removes the risk of price fluctuations due to unexpected tariffs mid-project. On the other hand, if tariffs are later reduced or removed, or prices decrease, then early purchase could actually end up costing more. Contract provisions can be drafted to allocate the cost of ordering materials early, such as additional storage or laydown areas. Consider leasing equipment and re-exporting after use. Leasing and returning equipment to its country of origin after a project is complete can potentially avoid or reduce tariffs on imported machinery or tools. Scrutinize declared value and country of origin. Ensure that materials you intend to acquire correctly list the country of origin. Tariffs can depend on a variety of factors, including the value of the goods and the country of origin. Mistakes in customs declaration forms could lead to additional costs, so scrutinizing the declared value and country of origin is prudent. Source materials from alternative suppliers. Sourcing materials from alternative suppliers can result in cost savings. Contractors should beware, though, that alternative sources of materials may still be more costly, and that tariffs on foreign goods tend to increase the cost of similar domestic goods as well. After decades of a relatively open global trade environment, tariffs pose a new challenge in the construction industry. Successfully navigating these economic pressures requires a proactive and informed approach. Construction companies and owners who stay informed and implement strategies to respond to the tariffs will be best positioned to mitigate the impact and cost of tariffs.

Firm Highlights

Insights

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.

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.

Insights

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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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.