Election Law / Legislative News – Page 2

Oregon Opens New Front in Battle Over Corporate Practice of Medicine

The Oregon Senate opened a new front in the battle over corporate control of medical decisions with the passage of Senate Bill 951, representing yet another jurisdiction to restrict corporate control of medical decision-making. This bill is attempts to restrict the use of common structures that have allegedly created corporate entities to control physician practices by vesting day-to-day decisions in privately-owned management services organizations (“MSOs”), which effectively run day-to-day, non-clinical operations of the practices. The stated goal is to make sure that doctors and other licensed medical professionals, not business managers or outside companies, are the ones making decisions about patient care.
Key Changes Under the New Law
1. Who Can Own and Control Medical Practices?
Only licensed doctors, nurse practitioners, and physician associates can own and control most medical practices in Oregon. The bill further restricts common means to assure alignment between MSOs and their managed physician practices by restricting MSOs and their shareholders, directors, members, managers, offices, and employees from being employed by, contracting with, or receiving compensation from an MSO to manage a professional medical entity. Moreover, the legislation prohibits MSOs from entering into agreements to control or restrict the transfer of medical practice’s ownership or assets. MSOs are further barred from exercising de facto control over clinical, business, or administrative operations that affect clinical decision-making or the quality of care. This includes, among other restrictions:
• Hiring, firing, setting work schedules, or compensation for medical licensees;
• Setting clinical staffing levels or patient visit durations;
• Making diagnostic coding decisions;
• Establishing clinical standards or policies;
• Determining billing, collection, or pricing policies; and
• Negotiating or terminating contracts with payors or vendors
2. Doctors Must Be in Charge
Under this legislation, Oregon-licensed doctors must hold most of the voting shares in any practice and make up most of the board of directors, and only doctors (except for the secretary and treasurer) can serve as officers of these corporations. Doctors can only be removed from leadership roles by a vote of other doctor-owners, unless there is a serious issue like fraud or loss of a medical license.
3. Limits on Noncompete and Confidentiality Agreements
Most noncompete agreements that would prevent doctors or nurses from working elsewhere after leaving a job would be void and unenforceable, with only a few exceptions. In addition, non-disclosure and non-disparagement agreements between medical licensees and MSOs, hospitals, or hospital-affiliated clinics would be void and unenforceable, except in specific circumstances such as negotiated settlements or post-termination, provided they do not restrict good faith reporting of legal violations. Lastly, the law would prohibit employers from retaliating against doctors or nurses for reporting concerns in good faith.
4. What MSOs and Business Partners Can Still Do
MSOs can help with business operations, such as accounting, compliance, and negotiating contracts, as long as they do not interfere with clinical decisions or the quality of care. They may also assist with business operations, value-based contracts, and compliance, provided they do not cross into clinical or professional decision-making.
5. Who Is Exempt?
Some organizations, like hospitals, rural health clinics, mental health crisis lines, and telemedicine companies without a physical clinic in Oregon, are exempt from some of these rules.
6. What Happens If the Law Is Violated?
Any contract that goes against these rules is automatically void. Doctors and practices harmed by violations can sue for damages, get court orders to stop illegal practices, and may be awarded attorney fees.
7. When Does This Take Effect?
For new medical practices and contracts, these rules would apply starting January 1, 2026, while for existing practices, the rules would apply starting January 1, 2029.
What This Means for You
This proposed law is reflective of continuing national concern around interference in the physician-patient relationship, reflected in legislation and case law related to the corporate practice of medicine as well as the proliferation of health care transaction notice laws across the country. However, a skeptic might note that by excepting out certain entities, including hospitals and telehealth companies, the legislation could have the effect of protecting existing profit-driven enterprises and restricting innovations that could improve access to care in medically underserved areas.

Arizona’s New Heat Safety Executive Order: What to Know as Temperatures Rise

On May 22, 2025, Arizona Governor Katie Hobbs signed Executive Order (EO) 2025-09 as part of the state’s broader initiative to enhance worker safety amid rising summer temperatures. The Industrial Commission of Arizona’s (ICA) Division of Occupational Safety and Health (ADOSH) will establish a Workplace Heat Safety Task Force to draft and recommend heat safety guidelines for employers by the end of 2025. This task force will include members from the private sector, public sector, worker representatives, and occupational safety and health experts to create clear and effective guidance for managing heat risks.

Quick Hits

Arizona Governor Katie Hobbs recently signed Executive Order 2025-09 to enhance worker safety amid rising summer temperatures.
The Industrial Commission of Arizona’s Division of Occupational Safety and Health will establish a Workplace Heat Safety Task Force to draft guidelines by the end of 2025.
The new guidelines, set to be completed by December 31, 2025, will provide detailed, industry-specific recommendations for managing heat risks in the workplace.

Executive Order 2025-09 builds on Governor Hobbs’s Extreme Heat Preparedness Plan, launched in 2023, which aims to address the increasing temperatures in Arizona. ADOSH also implemented its heat State Emphasis Program (SEP), allowing inspectors to focus on heat-related injury and illness prevention, such as ensuring access to water, rest, and shade. Together, the preparedness plan, SEP, and EO position Arizona as an aggressive advocate against heat illness. In contrast, federal Occupational Safety and Health (OSHA) standards have only gone as far as to recognize heat as a safety hazard, but no specific guidelines have been implemented.
The task force’s guidelines, set to be completed by December 31, 2025, will clarify what constitutes a heat safety hazard under the Occupational Safety and Health (OSH) Act’s General Duty Clause. These guidelines will inform how ADOSH’s compliance safety and health officers (CSHO) enforce heat safety standards. While the specifics of the guidelines are still being developed, the task force will use heat data compiled for the SEP to go beyond basic recommendations like water, rest, acclimatization, and shade. The guidelines will offer detailed, industry-specific recommendations to help employers develop practical and effective heat safety plans.
Once completed, the guidelines will be recommended for approval by the ICA, with the intent to implement them by summer 2026. Therefore, the EO does not have an immediate impact on employers or their responsibilities under the OSH Act’s General Duty Clause. In the meantime, ADOSH CSHOs will continue to evaluate worksites for potential heat hazards during inspections, in line with the SEP. Employers may want to prepare to address heat-related hazards by developing safety programs, consistent with the recommendations set forth by the SEP, in advance of the implementation of the new guidelines. Employers can also sign up for email notifications to receive updates directly from ADOSH as the task force progresses.

U.S. Enacts Take It Down Act

On May 19, 2025, President Trump signed into law the Take It Down Act (“Act”), which bans the nonconsensual online publication of sexually explicit images and videos that are both authentic and computer-generated, and includes notice and takedown obligations for covered online platforms.
Below is a summary of key aspects of the Act.
Authentic Imagery and Digital Forgeries
Authentic Imagery. With respect to intimate visual depictions that are authentic and involve adults, the Act makes it unlawful for any person to use an interactive computer service to knowingly publish a depiction of an “identifiable” adult (e.g., based on a distinguishing characteristic such as a birthmark or recognizable feature) if: (1) it was obtained or created under circumstances in which the person knew or reasonably should have known the adult had a reasonable expectation of privacy; (2) what is depicted was not voluntarily exposed by the adult in a public or commercial setting; (3) what is depicted is not a matter of public concern; and (4) publication of the depiction is intended to cause harm or causes harm, including psychological, financial or reputational harm, to the identifiable individual. Regarding minors, the Act makes it unlawful for any person to use an interactive computer service to knowingly publish an intimate visual depiction of an identifiable individual minor with intent to abuse, humiliate, harass or degrade the minor or arouse or gratify the sexual desire of any person.
Digital Forgeries. The Act also makes it unlawful for any person to use an interactive computer service to knowingly publish a digital forgery of an identifiable adult if (1) the digital forgery was published without the consent of the adult; (2) what is depicted was not voluntarily exposed by the identifiable individual in a public or commercial setting; (3) what is depicted is not a matter of public concern; and (4) publication of the digital forgery is intended to cause harm, or causes harm, including psychological, financial or reputational harm, to the adult. Regarding minors, the Act makes it unlawful for any person to use an interactive computer service to knowingly publish a digital forgery of an identifiable minor with intent to abuse, humiliate, harass or degrade the minor, or arouse or gratify the sexual desire of any person.
Threats. The Act also makes unlawful certain threats to commit the unlawful offenses described above.
Exceptions. The Act contains certain exceptions, such as for a lawfully authorized investigative, protective or intelligence activity of government law enforcement and intelligence agencies; a disclosure made reasonably and in good faith to law enforcement, as part of a legal proceeding, for a legitimate medical, scientific or education purpose, in the reporting of unlawful content or unsolicited or unwelcome conduct, or to seek support with respect to the receipt of an unsolicited depiction; a disclosure reasonably intended to assist the identifiable individual; a person who possesses or publishes an intimate visual depiction of himself or herself engaged in nudity or sexually explicit conduct; or the publication of an intimate visual depiction that constitutes child pornography (as defined in 18 U.S.C. § 2256) or a visual depiction relating to obscene visual representations of the sexual abuse of children (as defined in 18 U.S.C. § 1466A).
Notice and Takedown Provisions
The Act also requires “covered platforms” (including certain websites, online services, online applications and mobile applications) to establish a process whereby an individual (or an authorized person acting on their behalf) may notify the covered platform of an intimate visual depiction published on the covered platform that includes the individual and was published without the individual’s consent to request removal of the depiction. Upon receiving a valid removal request, covered platforms must, within 48 hours of receiving the request, remove the intimate visual depiction and make reasonable efforts to identify and remove any known identical copies of the depiction. The Act provides that these provisions will be enforced by the Federal Trade Commission.
Penalties
Remedies for noncompliance with the Act include restitution and criminal penalties including fines and imprisonment not more than two years (or three years for offenses involving minors).

New Minneapolis Civil Rights Amendment Expands Risk for Employers

Last month, Minneapolis adopted several amendments to the city’s anti-discrimination ordinance substantially expanding the law’s protections, which will apply to Minneapolis employers effective Aug. 1, 2025. These amendments will apply to not only employers with operations located within Minneapolis, but also to any business that employs at least one person performing services within Minneapolis.

A. Amendments Reinforce State/Federal Protections
A portion of the amendments focused on mirroring state/federal law protections, such as the CROWN Act, which protects people from discrimination based on race-based physical traits (e.g., hair), and incorporates protections from the federal Pregnant Workers Fairness Act, which requires employers to provide pregnancy-related workplace accommodations.
B. Amendments Add New Categories
The amendments also added new protected categories, including:

height and weight,
housing status, and
“justice-impacted” status.

While relatively rare, a growing number of jurisdictions throughout the country (such as New York and San Francisco) have adopted similar appearance-based protections against height and weight discrimination for employees. In addition to numerical measurements of a person’s height or weight, Minneapolis’ ordinance also outlaws bias based on the “impression” an employer has of a person’s body size regardless of the numbers. The subjective aspect of the amended ordinance may make compliance with the prohibition against bias based on a person’s height and weight uniquely challenging for employers. However, the ordinance explicitly allows employers to assert as a defense to allegations of height or weight bias that the person’s body size prevents them from performing core job duties and no reasonable accommodation exists that wouldn’t unduly burden the business or pose a “direct threat” to health and safety.
“Justice-impacted” status is defined in the ordinance as “the state of having a criminal record or history,” including arrests, convictions, periods of incarceration or probation. Under current Minnesota state law, employers generally are barred from inquiring into or considering an applicant’s criminal record until they have been selected for an interview or, in the absence of an interview, a conditional job offer has been made.
The new amendment adds the requirement that adverse employment decisions, like a refusal to hire someone, must be “reasonably based on the relationship” between the conduct underlying a person’s criminal history and their ability and fitness to perform the job. To determine whether an adverse decision is reasonable based on that relationship, the amendment lays out these factors: if a person was convicted of an offense, how much time has passed since the alleged offense or conviction, the nature of the crime, a person’s age at the time of the offense, evidence of rehabilitation efforts that support the prospective employee, and “any unreasonable risk” to specific people, property or the general public. The amendment precludes employers from making an adverse employment decision based on an arrest which did not result in a conviction, unless charges stemming from the arrest are still pending. 
The amended ordinance has an exception for situations where refusal to hire is necessary to comply with state or federal laws or regulations.
The amendments also add housing status as a protected class, which is defined as those who may or may not have “a fixed, regular, and adequate nighttime residence.” Except as required or authorized by federal or state law, regulation, rule or government contract, it will be unlawful for an employer to refuse to hire or terminate an applicant or employee based on their housing status unless such action is because of a legitimate business justification not otherwise prohibited by law.
C. Amendments Expand the Definition of Disability
The amendments also changed basis on which an individual is considered disabled for purposes of the law’s prohibition of disability discrimination. Previously, the definition of a person with a disability in the Minneapolis ordinance mirrored the federal ADA standard—i.e., was someone who has a “physical, sensory or mental impairment” that “materially limits” at least one major life activity, had a record of such an impairment, or is perceived to have such an impairment. Now, though, it will include impairments which are “episodic or in remission” and “would materially limit a major life activity when active.”
D. Practical Advice for Employers Affected
In sum, these amendments greatly expand the risk of claims of discrimination against businesses within Minneapolis or with employees performing services in Minneapolis. These businesses face charges filed with the Minneapolis Commission on Civil Rights, which has the authority to order broad relief, including hiring, reinstatement, and backpay. Given these changes, it is imperative that businesses within or with employees performing services in Minneapolis review their policies and internal procedures to ensure they are compliant with the new requirements.

Nuclear’s Comeback: What Renewables Professionals Should Know

The clean energy transition isn’t a zero-sum game – it’s a team effort. And one player is stepping back into the spotlight with renewed strength: nuclear energy. With the President’s signing of four new Executive Orders on May 23, 2025, nuclear is poised to play a major role in a future defined by clean, reliable power. From next-generation technologies to small modular reactors (SMRs) that promise flexibility and innovation, nuclear is no longer just a legacy option – it’s shaping up to be one of the most exciting frontiers in clean energy. Now’s the time to pay attention – and maybe even get curious.
The four executive orders signed last week are aimed at rapidly expanding the U.S. nuclear energy industry, including reforms to the Nuclear Regulatory Commission (NRC) to accelerate reactor licensing and reduce bureaucratic barriers. These orders set ambitious goals such as tripling nuclear capacity to 400 gigawatts by 2050, completing ten new large reactor designs by 2030, and achieving operational status for three experimental reactors by July 4, 2026. The directives also focus on strengthening the domestic nuclear fuel supply chain, reviving reprocessing capabilities, and expanding the nuclear workforce. Additionally, the orders promote deployment of advanced nuclear reactors for national security, including powering AI infrastructure and military bases, while positioning U.S. nuclear technology for global export leadership.
The four executive orders include “Reinvigorating the Nuclear Industrial Base,” “Reforming Nuclear Reactor Testing at the Department of Energy,” “Ordering the Reform of the Nuclear Regulatory Commission,” and “Deploying Advanced Nuclear Reactor Technologies for National Security.”
What is Nuclear Energy?
There are two types of nuclear energy – fission and fusion. Nuclear fission is the process of splitting heavy atoms like uranium to release energy, which is how today’s nuclear power plants – including both large reactors and SMRs – generate electricity. Large plants produce massive amounts of power but require complex infrastructure and many years to build, while SMRs are smaller, factory-built, and designed for faster, safer, and more flexible deployment, with several U.S. projects aiming to break ground before 2030. Nuclear fusion, by contrast, tries to replicate the energy of the sun by fusing lighter atoms (like hydrogen) together, but it’s still in the experimental stages – despite recent exciting breakthroughs, we are likely decades away from building fusion power plants at commercial scale (unless quantum computing accelerates that). In short, fission is here now and evolving, while fusion remains a promising but long-term goal.
What are the IRA Nuclear Incentives and how does the “One Big Beautiful Bill” Support Nuclear Energy?
The Inflation Reduction Act introduced new nuclear incentives:

Section 45U (Zero Emission Nuclear Power PTC) – a production tax credit to incentivize the continued operation of existing nuclear power plants, which offers up to $15/MWh for electricity produced and sold from 2024 to 2032, provided prevailing wage requirements are met. However, this tax credit applies only to facilities that were in service before passage of the IRA.
Section 45Y (Clean Electricity PTC) – includes a production tax credit for new nuclear power plants placed in service after December 31, 2024, which offers $0.003/kWh and can increase to $0.015/kWh if prevailing wage and apprenticeship requirements are met. These statutory amounts are subject to annual inflationary adjustments; additional bonuses are available if the facility is located in an energy community or meets domestic content requirements.
Section 48E (Clean Electricity ITC) – includes provisions allowing nuclear facilities to qualify for a 6% investment tax credit, which can increase to 30% if prevailing wage and apprenticeship requirements are satisfied. Additional increases are available if the facility is situated in an energy community or meets domestic content criteria.
HALEU Funding – the IRA allocated $700 million to the Department of Energy (DOE) to develop a domestic supply chain for high-assay low-enriched uranium (HALEU), a specialized fuel. This funding supports research, development and safety initiatives, aiming to reduce reliance on foreign sources and ensure a stable supply for future nuclear technologies.

The “One Big, Beautiful Bill” that recently passed by the House and is under Senate review, bolsters the nuclear energy sector by improving regulatory processes, providing financial incentives, supporting technological advancements, and ensuring long-term liability protections. Although the House bill scales back availability of the 45Y and 48E tax credits for all types of technology, nuclear facilities were treated far better than other types of facilities—qualifying nuclear facilities would remain eligible for those credits as long as construction begins by December 31, 2028. As the bill progresses to the Senate, its potential impact on the U.S. nuclear energy landscape will depend on further legislative negotiations and approvals.
Why Should Renewables Professionals be Thinking about Nuclear?
According to the DOE, nuclear accounted for nearly 50% of the carbon-free electricity generated in the U.S. in 2023. Over the next decade, due to new policies and innovative technology, renewables and nuclear will increasingly compete in the same marketplaces – especially for power purchase agreements, in clean hydrogen hubs, and for credit transfer deals. Several traditional tax equity investors are watching SMRs, which may qualify for the ITC and bonus credits that are very familiar to them. Investors looking to purchase transferable tax credits from zero-carbon sources may soon see nuclear as a credit supplier – or even a financing partner on hybrid projects. You may develop a hybrid facility that combines SMRs with renewables to balance reliability and cost. Even if you never work on a nuclear project, you may share a substation with one, compete for transmission capacity, or trade hydrogen with facilities powered by SMRs. As green capital markets grow more inclusive, developers and financiers with cross-technology fluency will be better positioned to innovate and negotiate.
Is Nuclear Technology Safe?
Safety has long been a major concern with nuclear energy due to high-profile accidents that raised fears about radiation, reactor failure, and long-term waste. However, newer nuclear technologies – especially SMRs and advanced reactors – are designed with passive safety systems that automatically shut down without human intervention or external power. They often use safer coolants, operate at lower pressures, and are built underground or in containment structures that reduce risk in extreme events. Additionally, modern regulatory frameworks and real-time monitoring technology greatly enhance safety oversight compared to past decades. Further, the low-enriched uranium that is used is not suitable for making weapons.
What do the Four New Executive Orders Require?
The orders direct government agencies to aggressively “usher in a nuclear energy renaissance” through reforms to the NRC, involving (i) streamlining its licensing process to incorporate fixed deadlines for review of applications, (ii) undertaking a “review and wholesale revision” of its guidance and regulations with final rules and guidance to be issued within 18 months, (iii) reconsidering the linear no-threshold model for radiation exposure (currently that there is no safe threshold of radiation exposure), (iv) expediting the NRC’s review of reactor designs tested by the Department of Defense (DOD) or DOE, and (iv) reorganizing the NRC to focus on the “expeditious processing of licensing applications and adoption of innovative technology.”

Oregon SB 951, Regulating the Corporate Practice of Medicine, Awaits Governor’s Signature

SB 951, which bolsters existing Oregon law prohibiting the corporate practice of medicine (CPOM), passed the state House of Representatives on May 28 and now awaits the signature of Governor Tina Kotek.
As EBG noted in a recent blog, the majority of states have some form of CPOM restriction. Oregon’s doctrine stretches back to 1947, when the state supreme court in State ex. rel. Sisemore v. Standard Optical Co. of Or. banned corporations from owning medical practices, practicing medicine, or employing physicians.[1]
Since then, however, Oregon has sought to strengthen its CPOM rules legislatively, as entities have “sought to circumvent the ban through complex ownership structures, contracting practices, and other means,” as SB 951 states.
The bill is designed to disrupt historically accepted CPOM structures by banning certain arrangements that are inherent to Friendly PC models and placing limitations on Management Service Organizations (MSOs). The sponsors of SB 951 claim the bill is said to close loopholes where private equity firms, management companies, and/or corporations employ or contract with physicians who are listed as owners but do not necessarily control the practice—helping to ensure that physicians retain authority over clinical decision making. SB 951 thus aims to

Restrict the control of MSOs over the clinical and operating decisions of physician-owned practices;
Prevents dual employment arrangements where MSOs employ physicians to bypass a CPOM ban; and
SB 951 also limits noncompetition, nondisclosure, and nondisparagement agreements.

The Restrictions
Section 1. The bill prohibits MSOs—defined as those providing management services to a professional medical entity, under a written agreement and in return for monetary compensation—or MSO shareholders, directors, members, managers, officers, or employees from

Owning or controlling a majority of shares in a professional medical entity with which the MSO has a contract;
Serving as directors, officers, employees, independent contractors of (or otherwise receiving compensation from) the MSO, in order to manage or direct the management of a professional medical entity with which the MSO has a contract;
Exercising control or entering into an agreement to control or restrict the sale or transfer of a professional medical entity’s shares or cause a professional medical entity to issue shares of a professional medical entity; and
Exercising de facto control over administrative, business, or clinical operations of a professional medical entity in a manner that affects the entity’s clinical decision making or the nature or quality of care that the entity delivers. Includes hiring and terminating, setting work schedules or compensation for, specifying terms of employment of medical licensees; setting clinical staffing levels, making diagnostic coding decisions, and more.

Bullet number two is one of the most significant restrictions contained in SB 951 because it severely limits the overlapping ownership and control between the MSO and the professional medical entity, a key characteristic of Friendly PC models that ensure alignment between the MSO and the professional medical entity. Bullet number three is also a major restriction because, subject to some limited exceptions, it essentially prohibits stock transfer restriction agreements between a MSO and an owner of a professional medical entity, another common feature of the Friendly PC model.
An MSO is not prohibited from:

Providing services that do not constitute an exercise of de facto control over administrative, business, or clinical operations of a professional medical entity in a manner that affects the entity’s clinical decision making or the nature or quality of care that the entity delivers;
Purchasing, leasing, or taking an assignment of a right to possess the assets of a professional medical entity in an arms-length transaction with a willing seller, lessor, or assignor;
Providing support, advice and consultation on all matters related to a professional medical entity’s business operations.

Exceptions. SB 951 has been criticized for creating “numerous carveouts” that discourage competition and investment by mandating who may participate in the health care market and who may not.
“Exempt providers include: Hospitals, behavioral health facilities, PACE organizations, crisis lines, tribal health programs, care facilities, and independent practice organizations. These are all exempt…continuing business as usual while independent providers face burdensome regulations,” Rep. Ed Diehl of the Oregon House of Representatives wrote in testimony. ”If this is such a good idea, why exempt these organizations?”
These prohibitions do not apply, for example, to an individual who provides medical services or health care services for or on behalf of a professional medical entity if the individual

Does not own or control more than 10 percent of the total shares of or interest in the professional medical entity;
Is not a shareholder in or a director, member, manager, officer, or employee of an MSO; and
Is compensated at the market rate for the medical services or health care services and the individual’s employment and services regarding the MSO are entirely consistent with the individual’s professional obligations, ethics and duties to the professional medical entity and the individual’s patients.

As noted above by critics, the exemptions include

An individual owning shares or an interest in a professional medical entity and an MSO with which the professional medical entity has a contract for services, under certain conditions;
A professional medical entity and the shareholders, directors, members, managers, officers, or employees of the professional medical entity; under certain conditions;
A physician who is a shareholder, director, or other officer of a professional medical entity and who also serves as a director or officer of a MSO with which the professional medical entity has a contract for management services, under certain conditions, including if the professional medical entity contracting with the MSO is solely and exclusively, for example; a hospital or hospital-affiliated clinic; long-term care facility; residential care facility; PACE organization; behavioral health care provider; mental health or substance abuse disorder crisis line provider; and more.
Telemedicine or coordinated care organizations, under certain conditions.

Sections 2 and 3. With exceptions, these sections amend ORS 58.375 and 58.376 to restrict how a professional corporation (PC)—i.e., a corporation organized for the purpose of practicing medicine/rendering professional health care services—may remove directors or officers, or how it may relinquish or transfer control over the PC’s administrative, business, or clinical operations. PCs may remove a director or officer by means other than a majority vote of shareholders if the director violated a duty of care, was the subject of a disciplinary proceeding, engaged in fraud, etc.
Section 5. SB 951 provides that all officers of a PC, except the secretary and treasurer, must be naturopathic physicians who must hold a majority of each class of shares of the professional corporation that is entitled to vote and be a majority of directors of the professional corporation. An employee or person who holds an interest in the professional corporation may not direct or control the professional judgment of a naturopathic physician who is practicing within the professional corporation.
Section 7. This voids 1) noncompetition agreements that restrict the practice of medicine or nursing, under certain conditions; and 2) nondisclosure or nondisparagement agreements between medical licensees and MSOs, hospitals, and/or hospital-affiliated clinics, under certain conditions.
Takeaways
Contracts or other agreements between MSOs and professional medical entities or medical licensees that violates the provisions of SB 951 may be void and unenforceable; too, MSOs may face an action by a medical licensee or professional medical entity suffering a loss of money or property.
If SB 951 is signed into law by Governor Kotek it will take effect immediately, with the following caveats:

Section 1 first applies on January 1, 2026, to 1) MSOs and professional medical entities incorporated or organized in the state on or after the effective date of the legislation; and 2) sales and or transfers of ownership or membership interests in such MSOs or professional medical entities occurring on or after the effective date of the legislation.
Section 1 first applies on January 1, 2029, to 1) MSOs and professional medical entities existing before the effective date of the act and to 2) sales or transfers of ownership or membership interests in such MSOs or professional medical entities that occur on or after January 1, 2029.
Sections 5, 7, and 8 and amendments to ORS 58.375 and 58.376 apply to contracts entered into or renewed on or after the effective date of the legislation.

We do expect litigation regarding this bill and will keep you updated on further developments.
Epstein Becker Green Staff Attorney Ann W. Parks contributed to the preparation of this post.
ENDNOTES
[1] 182 Or. 452 (1947).

Sun’s Out, Funds Up: California’s Local Minimum Wage Increases in July

At the start of the year, the state minimum wage increased, along with several local jurisdictions. Many other California cities and counties also raise their minimum wage on July 1.
The following localities will raise their minimum wage on July 1, 2025:

Locality
CurrentMinimum Wage
New Minimum wage

Alameda
$17.00
$17.46

Berkeley
$18.67
$19.18

Emeryville
$19.36
$19.90

Fremont
$17.30
$17.75

City of Los Angeles
$17.28
$17.87

County of Los Angeles (unincorporated areas only)
$17.27
$17.81

Milpitas
$17.70
$18.20

Pasadena
$17.50
$18.04

San Francisco
$18.67
$19.18

Santa Monica
$17.27
$17.81

West Hollywood
$19.61
$19.65

These minimum wages do not reflect some local industry-specific minimum wage requirements such as those recently amended in the City of Los Angeles.

Necessary Standard or Federal Overreach? Congress’ 10-Year AI State-Law Ban Draws Fierce Opposition

Earlier we wrote about a controversial AI moratorium provision in the “One Big Beautiful Bill” — the massive budget reconciliation measure that narrowly passed the US House of Representatives on May 22 and is currently under consideration in the Senate. The AI moratorium provision would impose a 10-year ban on state-level artificial intelligence (AI) regulations and would also preempt over 1,000 active AI-related bills in state capitals and dozens that have already been signed into law. Proponents of the moratorium argue that a patchwork of state rules “strangles innovation and creates compliance chaos.”
The moratorium, however, faces strong objections from Senate lawmakers on both sides of the aisle, as well as a majority of state attorneys general. The detractors include Republican critics (despite their party’s role in advancing the bill), including Senator Marsha Blackburn (R-TN), who has vocally opposed the ban, emphasizing the need for state protections from AI impersonations. She asserted a bipartisan-shared sentiment: “until we pass something that is federally preemptive, we can’t call for a moratorium.” Joining Sen. Blackburn in GOP opposition is Senator Josh Hawley (R-MO), who said he would “do everything I can” to kill the AI moratorium and referred to the clause as “constitutional kryptonite.” He argued that states should be able to “try out different regimes that they think will work for their state” and voiced the view that “sensible oversight that will protect people’s liberties” is needed.
Several Republican senators have expressed support for the measure, including Senator Ted Cruz (R-TX), who compared it to the internet tax moratorium of the 1990s, and Senator Bernie Moreno (R-OH), who offered that “AI doesn’t understand state borders.”
All 214 House Democrats voted against the appropriations bill, and several levied barbs at the AI moratorium clause. They included Rep. Doris Matsui (D-CA), who derided the ban as a “slap in the face to American consumers,” and Rep. Scott Peters (D-CA), who joined other voices in criticizing the moratorium for its duration and for not offering a federal standard in its place. An unexpected (and new) opponent is Rep. Marjorie Taylor Greene (R-GA), who has voiced her “adamant” opposition to the measure.
As we noted in our earlier post, the moratorium’s opposition extends to statewide officeholders. A bipartisan group of 40 state attorneys general has expressed concern, labeling the measure “sweeping and wholly destructive of reasonable state efforts to prevent known harms associated with AI.” The group includes South Carolina Attorney General Alan Wilson, a Republican, who called the ban “federal overreach,” and Colorado Attorney General Phil Weiser, a Democrat, who echoed the concern voiced by Sen. Blackburn and others that “Congress’s inability to enact comprehensive legislation enshrining AI protections leaves millions of Americans … vulnerable.”
The fate of the AI moratorium remains uncertain, as it faces significant challenges from the Senate’s Byrd Rule. This rule prohibits “extraneous” policy riders (those unrelated to federal spending or revenues) in reconciliation bills, which would seem to apply to the AI clause.This, along with the growing opposition to the moratorium, suggests that organizations should prepare for continued state-level AI regulation rather than assuming federal preemption. The ban’s fate will likely be determined within the next few weeks.
“Until we pass something that is federally preemptive, we can’t call for a moratorium.” Sen. Marsha Blackburn (R-TN)

Texas Continues Corporate Law Overhaul With SB 2411

Texas continues to position itself as a business-friendly jurisdiction of choice with the passage of Senate Bill 2411, signed by Governor Greg Abbott on May 27, 2025. Effective September 1, the new law amends the Texas Business Organizations Code (TBOC) to allow officer exculpation, streamline certificate of formation amendments, authorize shareholder representatives to act on behalf of shareholders in mergers, authorize boards to approve substantially final forms of agreements, and clarify the enforceability of pre-formation equity subscriptions, among other things. As noted in our previous alert, Governor Abbott also signed two significant pro-business bills earlier in May. Together, these legislative developments reflect a strong commitment to modernizing Texas corporate law and reinforcing the state as the jurisdiction of choice for entity formation and redomestication.
Exculpation of Officers
A notable feature of SB 2411 is the ability to exculpate officers to the same extent as directors and other governing persons under existing provisions of the TBOC. Section 7.001 of the TBOC currently provides that Texas entities may eliminate or limit, to the extent provided in the entity’s certificate of formation, the monetary liability of directors and other governing persons to the organization or its owners or members for acts or omissions in their official capacity, provided that the individual is not found liable for a (1) breach of the duty of loyalty, (2) an act or omission not in good faith that constitutes a breach of a duty owed to the organization or involves intentional misconduct or a knowing violation of law, (3) a transaction in which the person received an improper benefit or (4) an act or omission for which the liability of a director or other governing person is expressly provided by statute. SB 2411 amends this section to allow Texas entities to provide for exculpation of officers to the same extent as directors and other governing persons. Texas entities that wish to take advantage of the new provision will need to adopt an amendment to their certificate of formation.
Amendments to Certificate of Formation Without Shareholder Approval
SB 2411 expands the circumstances in which the board of directors of a corporation may adopt amendments to its certificate of formation without shareholder approval. Under amended Section 21.503, shareholder approval is not required (1) to remove provisions from a certificate of formation specifying the name and address of initial directors or organizers (which are required provisions in an initial certificate of formation) and (2) if the corporation has only one class of outstanding stock that is not divided into series, to effect a stock split or a reverse stock split (so long as the primary purpose of the reverse stock split is to maintain listing eligibility on a national securities exchange).
Laws of Other Jurisdictions
SB 2411 introduces new Section 1.057 of the TBOC, which expressly authorizes an officer, director or other governing person of a Texas entity to consider the laws and judicial decisions of other states and the practices observed by entities formed in those other states in exercising their powers, but provides that the failure or refusal to consider or conform to such laws, judicial decisions or practices does not constitute or imply a breach of the TBOC or any duty existing under Texas law. Section 1.057 also clarifies that the plain meaning of the TBOC may not be supplanted, contravened or modified by the laws or judicial decisions of another state.
Authorized Representatives in Fundamental Transactions
SB 2411 expressly authorizes the appointment of a representative to act on behalf of owners or members in a merger or interest exchange and expressly allows a plan of merger or exchange to delegate to the representative the sole and exclusive authority to take action on behalf of the owners or members under the plan of merger or exchange, including to enforce or settle the rights of the owners or members under the plan of merger or exchange.
Approval of “Substantially Final” Forms; Treatment of Disclosure Schedules
New TBOC Section 3.106 clarifies that any plan, agreement, instrument or other document requiring the approval of directors under the TBOC may be approved in either final or “substantially final” form. Additionally, Section 10.002 was amended to provide that disclosure schedules, disclosure letters and similar documents delivered in connection with a plan of merger or exchange are not considered part of the plan of merger or exchange unless otherwise stated in the plan of merger or exchange.
Pre-Formation Equity Subscriptions
SB 2411 adopts new provisions to the TBOC that clarify that a subscription to purchase an interest in a limited liability company or limited partnership that is in the process of being formed is irrevocable if it is in writing and signed by the subscriber and the subscription states that it is irrevocable. While these provisions help clarify a potential gap, practitioners will need to keep in mind the requirement to include express language addressing irrevocability in any subscription agreement or other equity purchase agreements entered into prior to entity formation.
Texas Business Courts
Section 1.056 states that references in Texas code to “district courts” now include the Texas Business Courts. This further clarifies that the business courts share jurisdiction with Texas district courts. Additionally, SB 2411 provides that Texas entities may specify in their governing documents that certain courts within the state shall have exclusive jurisdiction over internal entity claims.
Summary
Together with the bills signed into law earlier this month, SB 2411 represents an important shift in Texas corporate law. By enhancing legal protections for officers, introducing further flexibility in governing documents, and providing more efficient corporate processes, these new additions to the TBOC undoubtedly indicate the Texas legislature’s desire to make the state a more attractive destination for businesses.

Texas House Approves ‘Make Texas Healthy Again’ Bill

On May 26, 2025, the Texas House passed SB 25 with bipartisan support. SB 25, also known as the ‘Make Texas Healthy Again’ bill, focuses on promoting nutritional awareness and physical education in schools and improving food labeling practices. The bill would also establish a Nutrition Advisory Committee to help establish, develop, and maintain nutritional guidance within the State.
SB 25 also requires food manufacturers to either remove prohibited ingredients listed within the bill—such as Red 40 and titanium dioxide—or place a warning label on the product that reads: “WARNING: This product contains an ingredient that is not recommended for human consumption by the appropriate authority in Australia, Canada, the European Union, or the United Kingdom.” This language was amended from what was reported on in a previous blog post. The latest version of the bill makes clear that it does not apply to dietary supplements (among other listed situations).
Notably, the bill removed high fructose corn syrup from the list of prohibited ingredients following opposition from numerous food companies after it was introduced. The industry’s opposition letter also urged legislators to remove the warning label requirement, but the proposed amendment did not pass through the House.
SB 25 is now heading to Governor Greg Abbott’s desk to be signed into law. The bill would take effect on September 1, 2025.

NYSDOL’s Model Guidance for Workplace Safety + Violence Prevention Gives Retailers a Starting Point

Takeaways

New York’s Retail Worker Safety Act is now in effect; employers with at least 10 retail employees in New York State must adopt a retail workplace violence prevention policy and provide interactive retail workplace violence prevention training to all employees upon hire.
Retail employers can customize NYSDOL’s Model Policy and Training to include their own store-specific information to meet these requirements.
The NYSDOL guidance recommends that retail employers provide a workplace violence incident reporting mechanism for employees and maintain records of incidents to evaluate and identify any trends.

The One Big Beautiful Bill Act (Tax Reform): Employee Benefits and Executive Compensation Breakdown

On May 22, 2025, the House of Representatives passed legislation titled “The One Big Beautiful Bill Act” (the “House Bill”) (available here), which includes several tax reform provisions. The House Bill is now being considered by the Senate.
If passed by the Senate and signed by the President, the House Bill would extend and/or modify a number of provisions from the 2017 Tax Cuts and Jobs Act (“TCJA”), and it would enact a number of new provisions. The following are key provisions from the House Bill related to employee benefits and executive compensation:
Employee Benefits Provisions

Deductions for Tips. Taxpayers earning $160,000 or less in 2025 (adjusted for inflation through 2028) would be allowed to deduct cash tips earned from an occupation that “traditionally and customarily received tips before January 1, 2025,” subject to certain limits. This deduction would be allowed only for tax years 2025 through 2028. To support the deduction, employers would have to report tip income on employees’ Forms W-2 using a special code in Box 12 (in addition to continuing to include this income in Boxes 1, 3, and 5).
Deductions for Overtime Compensation. Taxpayers earning overtime compensation would be allowed to deduct their overtime compensation for tax years 2025 through 2028. To support the deduction, employers would have to report overtime compensation on employees’ Forms W-2 using a special code in Box 12 (in addition to continuing to include this income in Boxes 1, 3, and 5).
Health Savings Accounts (“HSAs”). The House Bill includes several provisions that would expand eligibility to contribute to HSAs and make HSAs more flexible, effective for taxable years beginning after December 31, 2025:

Would allow individuals who are eligible for Medicare Part A to make or receive contributions to HSAs if they are also enrolled in a high-deductible health plan (“HDHP”).
An individual’s spouse being covered by a flexible spending account (“FSA”) would no longer disqualify the individual from eligibility to make or receive HSA contributions (subject to limitations).
Eligibility to receive the following items and services at an employer’s clinic (for both the employee and their spouse) would be disregarded for purposes of eligibility to contribute to an HSA: physical exams, immunizations, certain drugs (but not prescribed drugs), treatment for injuries incurred during the course of employment, and preventive care. This means employers would be allowed to offer these items and services with no deductible, but other items and services at an on-site clinic would continue to be subject HSA minimum deductible requirements.
Would treat certain sports and fitness expenses, such as membership fees and costs associated with physical exercise or activity, as qualified medical expenses that may be reimbursed through an HSA, up to $500 per year for single taxpayers and $1,000 per year for joint or head of household taxpayers (pro-rated on a monthly basis and subject to cost-of-living adjustments beginning in 2027).
An employee who enrolls in an HDHP and becomes eligible to contribute to an HSA would be allowed to transfer unused FSA and health reimbursement arrangement balances to their HSA (subject to a cap based on the FSA contribution limit).
An employee who enrolls in an HDHP that is HSA-eligible could use their HSA for expenses incurred any time after joining the HDHP, if they establish their HSA within 60 days after joining the HDHP.
An individual age 55 or older who is eligible to make their HSA catch-up contributions (up to $1,000) could make their catch-up contributions to their spouse’s HSA.
Would increase (in many cases double) the HSA contribution cap for individuals and families with taxable income less than a certain threshold ($75,000 for single taxpayers and $150,000 for joint filer taxpayers, with phase-outs ending at $100,000 and $200,000, respectively). The threshold would be indexed for inflation.

Health Reimbursement Arrangements (“HRAs”). The House Bill includes the following changes to HRA rules to make HRAs more flexible, effective for taxable years beginning after December 31, 2025:

Would codify the IRS’s final rules permitting employers to offer individual coverage HRAs (which would be renamed Custom Health Option and Individual Care Expense, or “CHOICE” arrangements). This would permit employees enrolled in a CHOICE arrangement through a cafeteria plan to purchase health insurance coverage on the individual healthcare exchange marketplaces with pre-tax dollars.
A credit would generally be available to employers with less than 50 full‑time employees and that have employees enrolled in a CHOICE arrangement. For the first year of the credit period, the credit would be $100 (adjusted for inflation beginning in 2027) per month per employee that is enrolled in a CHOICE arrangement, and, for the second year of the credit period, the credit would be one‑half of the amount determined for the first year.

Tuition and Student Loan Reimbursements. The House Bill would make permanent the ability to reimburse student loan payments under a Section 127 education assistance program (rather than letting that feature of Section 127 programs expire on December 31, 2025). In addition, the House Bill would provide inflation adjustments beginning in 2027 to the $5,250 limit on pre-tax reimbursements for qualifying education expenses (including student loans).
UBTI for Qualified Transportation Fringe Benefits. Tax-exempt organizations would have to recognize UBTI for amounts incurred for qualified transportation fringe benefits or any parking facility that is not directly connected to the organization’s unrelated trade or business. The change is economically comparable to a for-profit entity not being allowed to deduct these expenses (which is the rule under Section 274(a)(4)) and would apply for taxable years beginning after December 31, 2025.
Employer-Provided Child Care Credit. The maximum tax credit employers would be allowed for providing qualified child care would be increased from $150,000 to $500,000 ($600,000 for eligible small businesses), adjusted for inflation beginning in 2027. The change would apply for taxable years beginning after December 31, 2025.
Paid Family and Medical Leave Credit. The House Bill would make permanent the employer tax credit for a percentage of wages paid to qualifying employees while they are on paid family and medical leave (rather than letting it expire on December 31, 2025). In addition, the value of the credit would be expanded to include a percentage of premiums paid for certain insurance policies. The change would apply for taxable years beginning after December 31, 2025.
Reimbursements for Moving Expenses Would Continue to be Taxable. Before the enactment of the TCJA, qualified moving expense reimbursements were excluded from employees’ income and the paying employer could deduct the expenses. The TCJA eliminated that treatment (resulting in employees having to pay tax on moving expense reimbursements), except in the case of active duty members of the armed forces. The House Bill would make the TCJA’s changes permanent (rather than letting them expire at the end of 2025).
Bicycle Commuting Reimbursements Would Continue to be Taxable. Reimbursements of bicycle commuting expenses would continue to be taxable. Before the enactment of the TCJA, certain reimbursements were not taxable.

Executive Compensation Provisions

Deduction for Excessive Employee Compensation. The aggregation rule under Section 162(m), which currently applies for (a) identifying a corporation’s covered employees and (b) determining compensation that is subject to Section 162(m), would be expanded to pick up all members of a covered corporation’s controlled group and affiliated service group under Section 414(b), (c), (m) and (o) (a broader group than under the existing aggregation rule). The amount of deductible compensation would be allocated to each member of the controlled group or affiliated service group based on the pro-rata portion of the total compensation paid by that member. The change would apply for taxable years beginning after December 31, 2025.
Tax-Exempt Organization Excessive Employee Compensation Excise Tax. The excise tax that tax-exempt organizations must pay on compensation in excess of $1 million paid to employees would be expanded to apply with respect to all current and former employees of the tax-exempt organization, even if they were never among the top 5 highest paid. The change would apply for taxable years beginning after December 31, 2025.
Alternative Minimum Tax Exemption. The House Bill would extend indefinitely the increased alternative minimum tax (“AMT”) exemptions that were added by the TCJA and set to expire after December 31, 2025. This is relevant for employees who exercise incentive stock options, which are not recognized for income and FICA tax purposes but are recognized for AMT purposes.

As noted above, the House Bill is currently being considered by the Senate, which is expected to make changes. If the Senate passes a modified version of the House Bill, the legislation would then have to go back to the House for another vote because both chambers must pass the exact same legislation. We are continuing to monitor developments in the legislative process.