On Tuesday, August 11, 2026, Minnesota’s primary election delivered a return to mass appeal for Republicans and a slate of largely progressive Democrats running statewide.

Governor’s Race

Current House Speaker Lisa Demuth won out over Trump endorsee Mike Lindell and GOP-endorsed candidate Kendall Qualls by a significant margin, besting her nearest opponent (Lindell) by 11 percentage points. Demuth, a small business owner, has focused much of her campaign on fighting back against DFL overreach in state government. Heading into the general election, expect Demuth to continue making government fraud a central theme of her campaign.

Meanwhile, U.S. Senator Amy Klobuchar handily won the DFL party’s primary with nearly 90% of the vote. Klobuchar comes with none of the baggage of state government and enjoys widespread popularity but faces the most formidable candidate Republicans have put up in a decade.

U.S. Senate

In the race to replace outgoing U.S. Senator Tina Smith, Lt. Governor Peggy Flanagan won over Congresswoman Angie Craig by a nearly 20-point margin. Apparently DFLers were jaded by Craig’s vote on the Laken Riley Act–which may have set the stage for Operation Metro Surge–and campaign messaging targeting her “dark money” support. Instead, voters chose the progressive candidate in Flanagan.

The GOP again bucked their party’s endorsement in their pick for U.S. Senate. Former sports broadcaster Michele Tafoya ran away with 53% of the vote, to endorsed candidate Adam Schwarze’s 24%. Tafoya, with no experience in politics, will have to face Flanagan in a race where neither candidate has a federal issue voting record. Flanagan will have to defend herself against blame for everything that happened during Governor Tim Walz’s 8 years, while Tafoya will have to define herself beyond simple name ID and find a way to excite the far-right.

Other Races

Sleepy congressional district contests between strong incumbents and long-shot challengers delivered little excitement. In CD2, former state Senator Matt Little won the nomination with 47% of the vote and will go on to face current state Senator Eric Pratt in the general election.

Many eyes were on the race to replace outgoing Hennepin County Attorney Mary Moriarty. Current state Rep. Cedrick Frazier (36% of the vote) and Minneapolis attorney Anders Folk (23%) advance to the general election.

A couple of competitive primaries in the state Legislature are summarized below:

SD 46: Sen. Ron Latz vs. Lynette Dumalag

Longtime moderate Senator Latz faced off against former St. Louis Park councilmember Lynette Dumalag, whose progressive vision ultimately failed to resonate with the district. Latz won with just shy of 60% of the vote.

SD 5: Sen. Paul Utke vs. Rep. Mike Wiener

Rep. Wiener challenged sitting Senator Paul Utke from the right, defeating Utke by less than 200 votes.

On July 6, 2026, the Minnesota Department of Labor and Industry (“DLI”) issued new Earned Sick and Safe Time (“ESST”) rules. A link to the new rules can be found here, and FAQs about the rules can be found here.

The new rules resolve several questions that have emerged since the ESST statute became effective in 2024. Among other things, they clarify that employers must designate and communicate a 12-month ESST accrual year to employees, or the calendar year will apply by default. The rules also establish that employers may change their accrual year or accrual method. However, advance written notice is required, and a change negatively affecting an employee’s ability to accrue ESST is prohibited.

The rules also provide additional guidance regarding employee eligibility and the administration of ESST. Employers must determine in “good faith” whether an employee is expected to work at least 80 hours in Minnesota during the year and therefore qualifies for ESST. Importantly, ESST applies to any employee who works 80 hours, even if previously expected to work below that threshold. DLI further clarifies how ESST should be credited each pay period, addresses the treatment of exempt employees and employees working indeterminate-length shifts, and establishes requirements for employers that advance ESST, including when additional leave must be provided if an employee ultimately works more hours than anticipated. The rules also confirm that employees rehired within 180 days generally are entitled to reinstatement of up to 80 hours of previously accrued but unused ESST.

In addition, the rules clarify several important issues surrounding employee use of ESST. DLI emphasizes that the decision to use ESST belongs to the employee and that employers may not require employees to use accrued ESST leave for an otherwise qualifying absence. However, if an employee elects not to use available ESST, the absence is not entitled to ESST’s statutory protections. The rules also address attendance incentives, clarifying that employers generally may withhold bonuses or other attendance or productivity-based incentives when an employee misses the applicable benchmarks due to ESST use, provided employees taking other forms of approved leave would not remain eligible for the same incentive.

Finally, the rules provide additional guidance regarding documentation and suspected misuse of ESST. Employers may require reasonable documentation when authorized by the ESST statute, which applies when an employee uses ESST for more than two consecutive scheduled workdays, provided the employee receives reasonable notice of the documentation requirement and an opportunity to comply. The rules also identify examples of conduct that may constitute a pattern of suspected misuse, allowing employers to request documentation before an employee has used ESST for more than two consecutive scheduled workdays. At the same time, DLI makes clear that employers may not deny an employee’s request to use ESST for a qualifying reason based solely on prior or suspected misuse. The rules also confirm that employers may continue to satisfy ESST obligations through more generous PTO policies, provided those policies afford employees the protections required by the ESST statue law when leave is used for a qualifying purpose. Minnesota Paid Leave benefits qualify as “other salary continuation benefits” under the ESST statute.

Although the new rules do not substantially change Minnesota’s ESST obligations, they provide relevant clarification regarding DLI’s interpretation of the statute and employers’ compliance obligations. Minnesota employers should review their leave policies, payroll practices, and ESST administration procedures to ensure they are consistent with the new rules.

If you have questions about the new ESST rules or their impact on your workplace, please contact a member of Winthrop & Weinstine’s Employment & Labor group.

On March 26, 2026, President Trump signed Executive Order No. 14398, “Addressing DEI Discrimination by Federal Contractors.” The Order seeks to minimize and eliminate certain DEI practices. Specifically, the Order requires that all federal contracts and “contract-like” instruments include a new clause that prohibits “racially discriminatory DEI activities” and imposes additional compliance and reporting obligations. Violation of the Order may result in penalties for those businesses who are federal contractors, subcontractors, lower-tier contract holders, and parties subject to “contract-like instruments.”

The following frequently asked questions address common questions from employers relating to this Order.

What Does the Order Require?

The Order provides a new mandatory clause for all federal contracts, subcontracts, lower-tier subcontracts, and “contract-like” instruments. Beginning April 24, 2026, contracting agencies were required to include the clause in all new solicitations and resulting contracts. By July 24, 2026, agencies were also required to incorporate the clause into existing covered contracts.

The clause prohibits federal contractors and subcontractors from engaging in “racially discriminatory DEI activities.” The clause also requires each federal contractor, subcontractor, and lower-tier subcontractor to provide the contracting agency with information, reports, and access to records that allow for verification of compliance. Further, federal contractors, subcontractors, and entities subject to “contract-like instruments” must acknowledge that noncompliance may lead to suspension of contracts and disqualification from any future government contracts, and that compliance is “material to the Government’s payment decisions” for purposes of the False Claims Act. The Order also requires that federal contractors inform the relevant executive agency of any subcontractors “known or reasonably knowable” conduct that violates the clause or if any subcontractor sues the federal contractor to challenge the validity of the Order.

What Constitutes “Racially Discriminatory DEI Activities”?

The Order defines “racially discriminatory DEI activities” as disparate treatment of any given person on the basis of race or ethnicity in recruitment, hiring, promotion, contracting, program participation, or allocation or deployment of resources. The Order further defines “program participation” as membership, participation, or access to any training, mentoring, leadership development programs, educational opportunities, clubs, association, or similar opportunities if sponsored or established by the contractor or subcontractor.

What are the Consequences of Non-Compliance with the Order?

The contracting agency may cancel, terminate, or suspend any contract or contract-like instrument held with that contracting entity if the contracting party fails to comply with the Order. The contracting agency may also “suspend or debar” any contractors or subcontractors that fail to comply, meaning they will likely be ineligible for future federal contracts. Further, the Attorney General is authorized to consult with the relevant contracting agency and may bring actions against the contracting entity under the False Claims Act for violation of the Order.

What Businesses are Covered by the Order?

The Order expressly covers any business holding contracts, subcontracts, and lower-tier subcontracts with the federal government. Thus, businesses working with federal contractors should be aware of the risks; working relations with federal contractors may establish a relationship as a subcontractor or “lower-tier subcontractor.”

The Order also covers businesses holding “contract-like instruments.” This term is not clearly defined. However, “contract-like instruments” may include any federal grants that a business receives from the federal government, as well as any other funds, assistance, or benefits that a business receives as a result of an agreement with the federal government. As a result, such businesses should carefully review their practices to determine potential exposure.

What Steps Should Businesses Take Now?

First, businesses should take steps to identify whether they are affected by the Order. Businesses should evaluate whether they receive any grants, assistance, or benefits resulting from an agreement with the federal government, or whether they work closely with another entity that is a contractor or subcontractor for the federal government.

If affected by the Order, businesses should consider taking the following steps:

1. Audit existing programs, policies and initiatives to determine any that may be considered “racially discriminatory DEI activities” under the order;
2. Review all existing and upcoming federal contracts, subcontracts, or contract-like instruments and ensure that they include the new compliance clause mandated by the Order;
3. Assess reporting obligations, including any obligation to report a subcontractor’s violations to the contracting agency;
4. Ensure that recordkeeping systems are adequate to demonstrate compliance with the Order if requested by the contracting agency; and
5. Monitor the Office of Management and Budget and other agency guidance, which may provide additional detail regarding compliance expectations and enforcement priorities.

Given the breadth of the Order’s definitions and the severity of the penalties associated with noncompliance, affected or potentially affected businesses should act promptly to evaluate their exposure and adjust practices as necessary. Please reach out to any member of the Winthrop & Weinstine’s employment team for assistance in tailoring a compliance strategy to your organization.

Recently, the Federal Deposit Insurance Corporation (FDIC), National Credit Union Administration (NCUA), and Office of the Comptroller of the Currency (OCC) jointly issued guidance reminding supervised financial institutions of their obligations to maintain sound credit risk management practices when extending credit to individuals who are not legally authorized to work in the United States. Although the regulators do not prohibit lending to these borrowers, the guidance emphasizes that institutions should recognize and appropriately manage the elevated credit, concentration, and compliance risks that may arise when a borrower’s repayment capacity depends on income derived from employment that may be interrupted or terminated due to a lack of work authorization.

Joint Guidance

As part of the joint guidance, the agencies emphasize that safe and sound underwriting requires institutions to first assess a borrower’s capacity and willingness to repay, including the stability and sustainability of income relied upon as the primary source of repayment.

Source of Repayment

The guidance notes that financial institutions should evaluate whether a borrower’s income is current, verifiable, stable, sustainable, and reasonably likely to continue throughout the loan term. Several scenarios are highlighted that may adversely affect repayment capacity, including:

• Loss of employment due to lack of work authorization;
• Expiration of employment authorization;
• Inability to obtain lawful future employment; and
• Removal from the United States.

Institutions are encouraged to consider whether repayment capacity would remain adequate under potential employment and income disruptions arising from any of these circumstances. The guidance encourages institutions to consider obtaining and reviewing documentation supporting income and repayment capacity, including pay stubs, Forms W-2, tax returns, employer verifications, bank statements, and evidence of continuing work authorization, as appropriate.

Collateral and Collection Risk

The agencies also note that collateralized lending may present heightened risk where borrowers become difficult to locate or leave the United States. Institutions may face increased challenges enforcing security interests and repossessing movable collateral, such as automobiles, recreational vehicles, and boats.

Allowances for Credit Losses

The agencies advise institutions to assess whether loans to non-work-authorized borrowers demonstrate indicators of credit weakness, regardless of delinquency status. Where warranted, those risks should be reflected in loan classification decisions and the institution’s allowance for credit losses methodology.

Concentration Risk

The guidance also highlights the potential for concentration risk. Institutions with significant exposure to borrowers concentrated in certain industries, employers, or geographic regions may be particularly vulnerable to changes in immigration enforcement, employment verification requirements, or labor market disruptions. Such events could result in correlated credit deterioration across affected borrower segments rather than isolated defaults.

Consumer Compliance Considerations

As it relates to compliance considerations, the agencies specifically reference the June 8, 2026 Statement on Ability to Repay and Immigration Status, from the Consumer Financial Protection Bureau (CFPB) emphasizing that creditors must continue to satisfy applicable consumer protection requirements when evaluating credit applications.

Among other things, the CFPB’s statement emphasizes that:

• Under the Truth in Lending Act (TILA) and Regulation Z, creditors must make a reasonable, good-faith determination that a consumer has the ability to repay a covered credit obligation.
• In evaluating a consumer’s ability-to-repay, creditor may consider information bearing on the consumer’s ongoing ability to earn income, including circumstances where continued residence in the United States is necessary to maintain employment that serves as the source of repayment.
• Under the Equal Credit Opportunity Act (ECOA) and Regulation B, creditors may consider an applicant’s immigration status and obtain additional information necessary to assess the creditor’s rights and remedies with respect to repayment, provided such considerations are applied consistent with applicable fair lending requirements.

The CFPB’s statement underscores that immigration status may be relevant to a creditor’s ability-to-repay analysis where legal residency or work authorization directly affects the consumer’s capacity to continue earning income used to satisfy the credit obligation.

Guidance Issued Pursuant to Executive Order

The interagency guidance was issued in response to President Trump’s May 19, 2026, Executive Order, Restoring Integrity to America’s Financial System, which directed the federal banking agencies and other financial regulators to address risks associated with the extension of credit and financial services to individuals who are not legally authorized to work in the United States. Specifically, the Executive Order called on the federal functional regulators to issue guidance regarding the identification and management of credit risks associated with lending to this population and directed the Secretary of the Treasury to provide financial institutions with an advisory addressing risks related to the potential exploitation of the U.S. financial system by non-work-authorized individuals and their employers. The Executive Order also directed Treasury to propose amendments to Bank Secrecy Act regulations designed to strengthen risk-based customer due diligence requirements. It further directed the CFPB to clarify how creditors should apply Regulation Z’s ability-to-repay requirements when a consumer’s income depends on employment affected by immigration or work authorization status, prompting the CFPB’s statement referenced above.

This guidance, together with the CFPB statement and any forthcoming Treasury actions, reflects a broader federal policy initiative focused on the risks that immigration and work authorization issues may present to financial institutions.

Key Takeaways

While the guidance does not create new legal requirements or prohibit lending to individuals who are not legally authorized to work in the United States, it clearly signals increased regulatory attention to the underwriting, monitoring, and reserving practices associated with these loans.

Financial institutions should consider reviewing:

• Underwriting policies and procedures for assessing employment authorization-related risks;
• Income verification and documentation requirements;
• Loan grading and allowance for credit losses methodologies;
• Portfolio concentration monitoring practices; and
• Compliance management systems addressing TILA, Regulation Z, ECOA, and Regulation B considerations.

The core message of the guidance is that institutions may continue to lend to these borrowers, but they should ensure that credit decisions are supported by prudent underwriting, appropriate risk management controls, and documented assessments of repayment capacity.

What Does the Proposed SEC Rule Do?

The Securities and Exchange Commission (“SEC”) has proposed new Regulation E‑Delivery (“Reg E‑Delivery”) as a comprehensive framework for electronic delivery (“e-delivery”) of regulatory disclosures, reports, and other required information under the federal securities laws.

For the first time, the proposal would allow companies to default to e-delivery without requiring investors to opt in first. This represents a major shift from the SEC’s longstanding consent-based approach. The framework includes robust notice, opt‑out, and security safeguards while preserving investors’ right to receive paper free of charge.

Key features include replacing existing SEC interpretive guidance with uniform rules-based conditions, providing a detailed transition process for investors currently receiving paper, rescinding Rule 30e‑3 and amending proxy and tender offer rules, and establishing an exemption from the Electronic Signatures in Global and National Commerce Act (the “E‑SIGN Act”) consumer consent requirements.

What Information and Parties Are Covered?

The rule applies broadly to “covered entities” issuing “covered information” to “covered recipients.” Covered entities have delivery obligations under the federal securities laws, including issuers, investment companies (mutual funds, ETFs, closed‑end funds), broker‑dealers, investment advisers, and obligors and trustees under indentures.

“Covered information” under the proposed rule is defined broadly to include any information required to be delivered under the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Investment Company Act of 1940 (the “ICA”), the Investment Advisers Act of 1940, the Trust Indenture Act of 1939, or other federal securities laws, subject to express exclusions. Examples of “covered information” under the proposed rule include, without limitation, for each category of reporting entity:

• Investment companies: Prospectuses, annual and semi‑annual shareholder reports, notices under Rule 19a‑1 under the ICA, proxy statements, and information statements.
• Issuers and soliciting persons: Prospectuses under the Securities Act, annual reports to security holders, proxy statements, information statements, tender offer statements, and offering circulars.
• Obligors and trustees: Bondholders’ lists and reports to security holders under indentures.
• Broker‑dealers: Trade confirmations, Form CRS disclosures, Regulation S‑AM disclosures, and other required customer communications.
• Investment advisers: Form ADV Part 2 brochures, marketing and testimonial disclosures, agency cross‑transaction disclosures, and custody‑rule account statement notices.

A “covered recipient” under the proposed rule includes any current or prospective customer, client, investor, security holder, counterparty, or similar recipient to whom a covered entity must deliver covered information.

The rule excludes information under Regulation Crowdfunding, Exchange Act Rule 15c2‑11, trade acknowledgments for security‑based swap transactions, filings required to be publicly available but not delivered to specific recipients (such as Regulation FD disclosures or Form ADV Part 1), and disclosures required solely under state or SRO rules.

What Are the Core Elements of the Proposed Framework?

Default Electronic Delivery Without Prior Consent. Reg E‑Delivery would permit covered entities to use e-delivery to satisfy federal delivery obligations without first obtaining recipient consent. Use of Reg E‑Delivery is optional. Covered entities can continue paper delivery or use other compliant electronic methods. The substantive disclosure and liability standards under the securities laws apply equally to electronic and paper delivery.

Technology-Neutral Approach. The proposed definitions are technology‑neutral. “Electronic address” includes email addresses, mobile phone numbers, web portals, app‑based notifications, or blockchain messaging. “Electronic delivery” means delivery of covered information to a covered recipient’s electronic address. The definitions are designed to be adaptable to future innovations. The SEC explicitly contemplates that blockchain and other distributed‑ledger technologies could be used, provided the messaging meets the rule’s requirements.

Two Permitted Electronic Delivery Methods. Reg E‑Delivery provides two principal methods for satisfying delivery requirements electronically:

1. Statement of Availability. Under this “notice and access” approach, the covered entity sends a statement to the recipient’s electronic address that covered information is available online. The statement must prominently identify the covered entity and type of information, describe whether it requires time‑sensitive action, provide a direct website link (with secure access for personal financial information (“PFI”)), and explain the recipient’s rights to paper copies, opt‑out, and address updates, each of which must be provided free of charge. Covered entities must maintain covered information on a website for a minimum period, which must be at least three years for materials containing PFI and at least one year for materials that do not contain PFI (unless a different period is provided under federal securities laws). Information must be convenient for reading online, printing, and electronic retention.
2. Direct Delivery. The second method permits direct electronic delivery (e.g., email with attachments) of covered information that does not include PFI. The communication must include the same core content as a statement of availability, with all covered information in the body or as an attachment.

Personal Financial Information. PFI (account numbers, transaction details) cannot be delivered via direct delivery and must be accessed through a secure process such as a secure portal or authenticated app.

Timing and Right to Paper. E-delivery must occur no later than the required delivery date under securities law. Covered entities must send paper copies free of charge upon request within three business days. Recipients may opt out of e-delivery at any time and receive paper, and may choose paper for some document types while receiving others electronically.

E‑Delivery Failures. Covered entities must adopt written policies to identify and remediate e-delivery failures (including any “bounce-backs”), including obtaining a new electronic address or delivering in paper format until the recipient provides an updated address.

How Will Investors Currently Receiving Paper Be Transitioned to Default E-Delivery?

The proposal includes a transition regime for covered recipients currently receiving paper copies. Covered entities must send an initial paper notice at least 180 days before the transition date, followed by a follow-up notice 30 days before such date. The notices must alert the recipient to the upcoming transition, describe the covered information that will move to e-delivery, explain opt-out rights, and provide contact details (toll-free number and website) to opt out or update an electronic address. If a recipient updates or confirms an address after the initial notice, the follow-up notice is not required.

How Does the Proposal Interact with the E‑SIGN Act?

Under the E‑SIGN Act, certain consumer disclosures delivered electronically are subject to special consent requirements. The proposal would exempt covered information delivered under Reg E-Delivery from these requirements, effectively replacing the E‑SIGN consent procedures with the rule’s own notice, opt-out, and access framework.

What Changes Are Proposed to Existing SEC Rules and Guidance?

Rescission of Rule 30e‑3. The SEC proposes to rescind Rule 30e‑3, which currently allows investment companies to satisfy shareholder report delivery by posting reports online and mailing a paper notice. Under Reg E-Delivery, default e-delivery would be available for recipients with electronic addresses, with paper reserved for those who opt out or never respond.

Amendments to Proxy and Tender Offer Rules. The proposal would substantially revise the proxy “notice and access” framework in Exchange Act Regulation 14A, Regulation 14C, and tender offer dissemination rules to harmonize them with Reg E-Delivery. The existing Notice of Internet Availability of Proxy Materials would be replaced by a statement of availability that must comply with Reg E‑Delivery’s requirements plus proxy‑specific content, including a prominent legend regarding proxy material availability for the shareholder meeting and required control/identification numbers for accessing the proxy card. Certain historically important but now less necessary content requirements would be eliminated. Any electronic delivery of proxy materials would be required to comply with Reg E-Delivery.

Next Steps

The proposal remains subject to public comment and may change before adoption, but public companies and other covered entities may wish to begin assessing readiness now. Useful early steps may include, depending on your unique circumstances:

• Take Inventory of Current Practices: Inventorying which SEC-required communications (e.g., prospectuses, proxy materials, annual reports, and other shareholder communications) are currently delivered in paper versus electronically, and identifying the business units and service providers responsible for those processes.
• Assess Electronic Records: Assessing the completeness and accuracy of electronic contact information on file for shareholders, investors, and other covered recipients.
• Evaluate Existing E-Delivery Media for Compliance with Proposed Rule: Evaluating whether existing investor portals, websites, mobile applications, and authentication procedures would meet the proposal’s requirements, particularly for materials containing PFI.
• Review E-Delivery Policies and Procedures: Reviewing policies and procedures addressing e-delivery failures, website availability, investor delivery preferences, and paper copy requests.
• Consider Commenting on the Proposed Rule: Considering whether to submit comments to the SEC, alone or through an industry group, on aspects of the proposal that would affect your business.

If adopted substantially as proposed, Reg E-Delivery would be the SEC’s most significant modernization of disclosure delivery since the notice-and-access framework was adopted nearly two decades ago, and could meaningfully reduce printing and mailing costs while establishing a single, rules-based e-delivery framework across the federal securities laws.

If you have questions about this alert or would like to discuss the proposal and its potential impact, please contact Vince Pecora or another Winthrop securities law attorney.

On July 9, the Minnesota Campaign Finance and Public Disclosure Board (the “Board”) voted to stop enforcing contribution limits on coordinated expenditures by political parties to state candidates. The Board’s action responds to the June 30, 2026, U.S. Supreme Court decision in National Republican Senatorial Committee v. Federal Election Commission, which held that federal limits on coordinated party expenditures violate the First Amendment.

Minnesota Statute § 10A.27 governs contribution limits to candidates, including limits on the aggregate amount a candidate’s principal campaign committee may accept from political party units and dissolving principal campaign committees. In addition, Minnesota law treats certain approved expenditures, including coordinated expenditures, as contributions to candidates. The Board concluded that NRSC v. FEC likely invalidates current Minnesota limits on in-kind contributions and coordinated expenditures from political parties to candidates.  The Board determined that the aggregate party limits set forth in Minnesota Statute 10A.27 should still apply to cash contributions from party units and to all contributions from terminating candidate committees.

In practice, this decision opens the door to political party units making more significant expenditures in coordination with their candidates. However, candidates who have signed public subsidy agreements should be aware that in-kind contributions will still count toward their campaign expenditure limits. This decision comes in the middle of a busy campaign season in which all Minnesota state legislators and constitutional officers are on the ballot in November.  We expect the Board to issue further guidance in the coming weeks so that candidates and party units better understand the new rules.

Further background information provided by the Board may be found on its website or here.

Most websites collect information about visitors to enhance user experience and support marketing and sales efforts. Common website technologies – such as cookies, pixels, session replay tools, and chatbots – help businesses improve their website functionality, analytics, and advertising.  However, businesses of all sizes that use these technologies are increasingly becoming targets of website wiretapping claims.

Overview of the Claims

 For the past several years, plaintiffs have sought to apply decades-old wiretapping statutes to modern website technologies.  Claims are being brought in particular under the California Invasion of Privacy Act of 1967 (“CIPA”), the federal Electronic Communications Privacy Act of 1986, and the Florida Security of Communications Act, all of which provide private rights of action and statutory damages between $100-5,000 per violation.  Plaintiffs allege that by deploying website technologies before receiving a visitor’s express consent, companies are unlawfully intercepting or disclosing electronic communications in violation of these statutes.

These claims continue to increase nationwide.  Although most wiretapping claims are brought under California or Florida law, they are not limited to companies headquartered in those states.  Any company using website technologies may become a target.  A small number of plaintiffs’ firms and pro se litigants are fueling huge waves of demand letters and litigation, affecting organizations of all sizes across industries.

Mitigation Considerations

 Website technologies evolve rapidly, as does the legal landscape applicable to those websites. Regularly reviewing and auditing website technologies can help ensure that they remain aligned with business objectives while identifying ways to reduce potential legal risks.

The California Legislature is currently considering Senate Bill 690 which, if enacted, could narrow the scope of certain CIPA-based website tracking claims.  Until the legal landscape becomes clearer, however, companies should work closely with their legal, technology, and marketing teams to proactively identify risk areas, evaluate the necessity of existing website technologies, and implement appropriate governance and consent practices.

Companies that receive wiretapping demand letters or website-tracking complaints should contact experienced counsel to evaluate facts and defenses and develop a strategy for response.  For any questions about assessing or mitigating wiretapping claim risk for your website, please contact Lisa Ellingson or another member of Winthrop & Weinstine’s Data Privacy, Cybersecurity & Artificial Intelligence (AI) team.

You already carry the risk. The deal just puts a number on it.

If you’ve built a business, you’ve spent years thinking like an operator. How do I keep my best people motivated? Should I stock up on raw materials when the price is right? How do I make my supply chain run better? These are the right questions when you’re running something. What about when you are investing in something?

Concentration

As an owner, you have nearly all of your wealth tied up in a single, illiquid asset. No financial advisor would recommend that position in a portfolio. But that’s exactly where most business owners are. The concentration has probably served you well, but it also means you’re fully exposed to every risk the business carries. A facility disaster, a key employee walking out, a major customer leaving… You’re on the hook for all of it, all of the time.

The investor will ask the question, “Is this level of risk still worth it?” When the operator can ask that question with conviction, he or she is ready to sell.

 De-Risk

Making the mental shift from operator to investor is hard enough. But there’s a second mistake waiting on the other side of it, and it catches even sophisticated operators off guard.

Every deal includes indemnification provisions—typically an escrow holdback, sometimes representations and warranties insurance. Many owners treat the escrow like a threat. It’s their number, and some of it is being withheld. It becomes emotional, as if every dollar in escrow is already lost.

The indemnity escrow is a reserve set aside for claims that may or may not materialize. If claims come up, your sale price adjusts downward slightly. If no claims come up, you get the money back. Either way, you’re not carrying the full weight of the business anymore; you’re only carrying a small, defined slice of it, for a fixed period of time.

Right now, as the owner, you’re absorbing 100% of your business’ ongoing risk, every day, with no end date. A typical indemnity structure asks you to carry roughly 10% of that risk for 12 to 24 months. If your business is worth $10 million, you have $10 million at risk. If you sell that business and clear $9 million at closing with $1 million sitting in escrow for 12-24 months, you have $1 million at risk. You should not think of escrow and indemnity as a punishment, but rather a great trade, and any investor would see it like that immediately.

Shift your Mindset

The math on selling is straightforward. It is much more difficult to separate your identity from the business. The owners who can do this are the ones who learn to evaluate the business not as something they built, but as a financial asset they hold. When you can look at your company that way, the escrow stops feeling like a threat. The indemnity stops feeling like a risk. And the sale stops feeling like a loss. It starts to feel exactly like the payoff for everything you’ve worked to build. Talk it out with your attorney or financial advisor. He or she can be your objective backboard.

In a significant First Amendment ruling issued June 30, 2026, the U.S. Supreme Court held in National Republican Senatorial Committee v. Federal Election Commission that coordinated party expenditure limitations found in federal law violate the First Amendment. The six-justice majority concluded that the spending limits unconstitutionally burden political parties’ core speech and associational rights because they restrict political parties’ ability to speak, associate, and support their nominees through coordinated campaign activity.

Importantly, the ruling invalidates the federal coordinated party expenditure limits in 52 U.S.C. § 30116(d) and overrules the Court’s 2001 decision in FEC v. Colorado Republican Federal Campaign Committee, which had previously upheld limits on this type of spending. The Court concluded that the government’s interest in preventing corruption or the appearance of corruption did not justify the additional restriction and emphasized that campaign finance restrictions must target quid pro quo corruption, not generalized influence over candidates.

STATE LAW IMPLICATIONS

While the Court’s ruling addressed a specific federal law, its First Amendment reasoning is likely to extend to state campaign finance laws that similarly cap coordinated expenditures. State laws may now face serious constitutional challenges, particularly where the state rules limit a party unit’s ability to spend its own money in coordination with its endorsed or nominated candidates.

The ruling does not invalidate all campaign finance regulation of political parties. Federal contribution limits, disclosure requirements, earmarking restrictions, and anti-circumvention provisions likely remain enforceable so long as they do not function as caps on party-coordinated spending. The key distinction after NRSC v. FEC is likely to be between direct contributions to candidates and party-funded spending in support of candidates, which the Court treated as protected political speech and association.

MINNESOTA-SPECIFIC IMPACT

Minnesota law includes provisions that may be affected by the Supreme Court’s ruling. Minnesota Statute § 10A.27 governs contribution limits to candidates, including limits on the aggregate amount a candidate’s principal campaign committee may accept from political party units and dissolving principal campaign committees. In addition, Minnesota law treats certain approved expenditures, including coordinated expenditures, as contributions to candidates.

The interaction of Minnesota’s restrictions and the Supreme Court’s analysis of First Amendment protections is now uncertain. While likely vulnerable, Minnesota’s campaign finance framework is not identical to the federal laws.  For example, Minnesota does not cap contributions from individuals to party units, and Minnesota law separately defines “approved expenditures” (including coordinated expenditures) as a category distinct from direct monetary contributions. These structural differences could factor into any enforcement approach or future litigation.

NEXT STEPS

At the meeting of the Minnesota Campaign Finance and Public Disclosure Board on July 1, 2026, the Board acknowledged the potential impact of the NRSC v. FEC decision on current Minnesota law. The Board recognizes the need to provide guidance to Minnesota candidates and political party units, especially as the 2026 election approaches. While no specific direction was given, the Board agreed to convene again the following week to discuss opportunities to provide guidance. The Board also asked the Minnesota Attorney General’s office to provide perspective at the next meeting.

PRACTICAL TAKEAWAYS

The Supreme Court decision is likely to create new opportunities for political party involvement in candidate campaigns, but the scope of those opportunities in Minnesota will depend on how the Board, the Attorney General, and potentially the courts interpret Minnesota’s statutory framework after NRSC v. FEC.

Political parties, campaigns, and candidates operating in Minnesota should closely monitor forthcoming Board guidance and any Attorney General input regarding enforcement of  political party spending in light of NRSC v. FEC. Until further guidance is issued, parties and candidates should be cautious about assuming that Minnesota’s existing limits are unenforceable, particularly where proposed activity involves direct monetary contributions rather than party-funded spending.

If you have any questions about this decision or its impact on Minnesota campaign finance compliance, please contact Winthrop & Weinstine’s experienced Campaign Finance and Election Law team.

References

1. Federal Election Commission Summary of opinion On June 30, 2026, the United States Supreme Court issued its opinion in a case challenging the constitutionality of a federal limit on the extent to which political parties may make expenditures coordinated with federal candidates. The case is captioned National Republican Senatorial Committee v. Federal Election Commission, hereinafter referred to as NRSC v. FEC. 1 The federal limit on coordinated expenditures is codified at 52 U.S.C. § 30116(d).2 The limit varies based on the state and the office sought by the candidate, such that “The national committee of a political (ExtractPage1.pdf)
2. explicitly overruled that opinion, and concluded that the federal limit on coordinated expenditures by political parties is unconstitutional under the First Amendment. The opinion states that coordination between parties and their candidates is natural and traditional. But the modern congressional limits on political-party coordinated expenditures restrict that coordination and the party’s speech. The limits impair the party’s traditional forms of communication such as advertisements; preclude parties from amplifying the voice of their adherents; impose additional monetary costs and 1 National Republican Senatorial Committee v. Federal Election Commission, No… (ExtractPage1.pdf)
3. in coordination with an individual House candidate .”3 In 2001 the United States Supreme Court upheld, in a 5-4 opinion, the limit on coordinated expenditures by political parties in a case captioned Federal Election Commission v. Colorado Republican Federal Campaign Committee, commonly known as Colorado //.4 Yesterday the Court recognized that Colorado II is no longer good law, explicitly overruled that opinion, and concluded that the federal limit on coordinated expenditures by political parties is unconstitutional under the First Amendment. The opinion states that coordination between parties and their candidates is natural and traditional. But the modern congressional (ExtractPage1.pdf)
4. even the less rigorous test, closely drawn scrutiny.7 The Court rejected the theory that the limit could be justified based on “an interest in preventing a political party (as distinct from donors) from exercising undue influence on its candidates”, stating that “any influence a political party exerts over its candidates and officials ‘is not corruption’-it is ‘successful advocacy of ideas in the political marketplace and representative government in a party system.’ Colorado /, 518 U. S., at 646 (opinion concurring in judgment and dissenting in part)… (ExtractPage1.pdf, Page 1)
5. those concerns.” Ibid. (quotation marks omitted). The Court now recognizes “only one legitimate governmental interest for restricting campaign finances: preventing corruption or the appearance of corruption.” Id., at 206-207. Moreover, “Congress may target only a specific type of corruption-‘quid pro quo’ corruption. ” Id., at 207. And quid pro quo corruption in turn is something specific-contributions in exchange for official action. 5 NRSC v. FEC, 2026 WL 1868932, at *5-6 (quoting Mccutcheon v. FEC, 572 U. S. 185, 197 (2014)). 6 Id. at *6. 7 Id 8 Id. at *7-8… (ExtractPage1.pdf, Page 1)
6. However, the likelihood of such an interest seems low considering the Court’s explicit holding that the only corruption interest that could justify such a limit is quid pro quo corruption, which does not include undue influence exerted by a political party. The Court’s opinion does not appear to address direct contributions of money from party units to the campaign committees of candidates, which are limited under federal law. As a result, the opinion does not appear to invalidate limits on direct monetary contributions, but many of the same considerations discussed by the Court may apply to monetary contributions. (ExtractPage1.pdf, Page 3)
7. However, the likelihood of such an interest seems low considering the Court’s explicit holding that the only corruption interest that could justify such a limit is quid pro quo corruption, which does not include undue influence exerted by a political party. The Court’s opinion does not appear to address direct contributions of money from party units to the campaign committees of candidates, which are limited under federal law. As a result, the opinion does not appear to invalidate limits on direct monetary contributions, but many of the same considerations discussed by the Court may apply to monetary contributions. (ExtractPage1.pdf, Page 3)
8. MINNESOTA CAMPAIGN FINANCE BOARD Date: July 1, 2026 To: Board members Nathan Hartshorn, counsel From: Andrew Olson, Staff Attorney Telephone: 651-539-1190 Re: National Republican Senatorial Committee v. Federal Election Commission Summary of opinion On June 30, 2026, the United States Supreme Court issued its opinion in a case challenging the constitutionality of a federal limit on the extent to which political parties may make expenditures coordinated with federal candidates. The case is captioned National Republican Senatorial Committee v. Federal Election Commission, hereinafter referred to as NRSC v. FEC.1 The federal limit on coordinated expenditures is codified at 52 (ExtractPage1.pdf)
9. by the Court may apply to monetary contributions. Board staff will monitor how other states react to the Court’s decision. 15 Minn. Stat. § 10A.27, subd. 2. The dollar amounts are available within a chart of 2025-2026 election cycle segment contribution limits under the heading Aggregate Political Party Unit and Terminating Principal Campaign Committee Contribution Limit, available at cfb.mn.gov/pdf/camfin/. contrib_limits_2026.pdf. See also 2026 Minn. Laws ch. 101, § 15 (amending § 10A.27, subd. 2). 16 Minn. Stat. § 10A.275. See also 2026 Minn. Laws ch. 101, § 17 (amending § 10A.275). 17 Minn. Stat. §§ 10A.01, subd. 4, (ExtractPage1.pdf, Page 3)
10. include undue influence exerted by a political party. The Court’s opinion does not appear to address direct contributions of money from party units to the campaign committees of candidates, which are limited under federal law. As a result, the opinion does not appear to invalidate limits on direct monetary contributions, but many of the same considerations discussed by the Court may apply to monetary contributions. Board staff will monitor how other states react to the Court’s decision. 15 Minn. Stat. § 10A.27, subd. 2. The dollar amounts are available within a chart of 2025-2026 election cycle segment contribution (ExtractPage1.pdf, Page 3)
11. 177 (defining coordinated expenditures, which are a type of approved expenditure) provide that under certain circumstances, expenditures made by party units are approved expenditures made on behalf of, and therefore are contributions to, candidates. 17 There are at least two questions the Board may wish to consider in light of the Court’s opinion in NRSC v. FEC. First, does the opinion require the Board to exempt approved expenditures (including coordinated expenditures), and in-kind contributions more broadly, of party units when enforcing the limit imposed by Minnesota Statutes section 10A.27, subdivision 2? Second, does the opinion also require the (ExtractPage1.pdf, Page 3)
12. //, 533 U. S., at 469-471 (THOMAS, J., dissenting).5 The opinion notes that the Court applies strict scrutiny to restrictions on expenditures, and applies a “nominally ‘lesser but still rigorous standard of review” known as closely drawn scrutiny to limits on contributions. 6 The Court declined to decide whether coordinated expenditures should be treated as expenditures or contributions in deciding which test to apply, stating that the question “is ultimately academic” because the challenged limit fails even the less rigorous test, closely drawn scrutiny.7 The Court rejected the theory that the limit could be justified based on “an (ExtractPage1.pdf, Page 1)

The IRS has released Notice 2026-40, which provides transition guidance for the Opportunity Zone rules as amended by the One Big Beautiful Bill Act. The Department of the Treasury and the IRS have indicated that forthcoming proposed regulations are expected to include rules similar to those described in the Notice.[1]

For projects in previously designated Opportunity Zones, the most immediate practical issue addressed by the Notice is whether a Qualified Opportunity Fund (QOF) or Qualified Opportunity Zone Business (QOZB) may continue to acquire property in those zones after December 31, 2026.

The Notice clarifies an important limitation for projects in previously designated Opportunity Zones. Under the amended statute, tangible property acquired after 2026 generally must be acquired after the “applicable start date” for the relevant Opportunity Zone. Because previously designated Opportunity Zones were designated before that framework was enacted, property acquired after 2026 for use in those zones generally will not qualify as Qualified Opportunity Zone Business Property unless an exception applies.

Previously designated Puerto Rico Opportunity Zones expire on December 31, 2027. All other previously designated Opportunity Zones expire on December 31, 2028.

Transition Rules for Previously Designated Opportunity Zones

Notice 2026-40 provides two principal paths for post-2026 acquisitions in previously designated Opportunity Zones.

I. Working Capital Safe Harbor Plan

Property acquired after 2026 may continue to qualify if it is acquired under a written working capital safe harbor plan adopted on or before December 31, 2026. The plan must designate working capital assets in writing for the development of a trade or business in the QOZ, and must include a written schedule consistent with the ordinary start-up of a trade or business under which those assets are spent within 31 months of receipt. To rely on this transition rule, the QOZB must receive at least 10% of the total estimated working capital assets under the plan and expend at least 5% of those assets by December 31, 2026. Amounts required to be spent under a binding agreement entered into before January 1, 2027, may count toward the 5% requirement.

The working capital plan rule is also important for post-2026 QOF investments into QOZBs. The Notice confirms that post-2026 eligible gain may still be invested in a QOF, and provides a path for that capital to support a project in a previously designated Opportunity Zone where the QOF/QOZB investment and related property acquisitions are made pursuant to a qualifying written working capital plan. Stock or partnership interests acquired after 2026 pursuant to such a plan may be treated as acquired after the required “applicable date” for purposes of the QOZ stock and QOZ partnership interest rules.

This rule will be especially relevant for projects with multi-year development, acquisition, construction, or improvement timelines that will continue after 2026. Sponsors should confirm that the written plan, budget, schedule, funding, and contracts connect the post-2026 activity to the pre-2027 plan.

Examples

Example 1: Project with a qualifying working capital plan. A QOF forms a QOZB to develop a mixed-use project in a previously designated Opportunity Zone. Before December 31, 2026, the QOZB adopts a written master plan for commercial and residential development, receives and spends the required working capital amounts, and completes the initial phase of the project. The residential phase continues after 2026 in accordance with the original plan. In that case, post-2026 property acquisitions made in a manner substantially consistent with the plan may continue to qualify. The Notice also indicates that additional post-2026 capital may support the project where the capital is needed to complete work included in the original plan.

Example 2: Post-2026 expansion without a qualifying plan. A QOZB operates a manufacturing facility in a previously designated Opportunity Zone and, after 2026, acquires a new warehouse on adjacent land to expand capacity for a new product. The property is not in a newly designated Opportunity Zone, is not acquired under a qualifying written working capital plan, and is acquired for business expansion rather than ordinary-course replacement or modernization. In that case, the new warehouse generally will not qualify as Qualified Opportunity Zone Business Property merely because it is located in a previously designated Opportunity Zone.

II. Ordinary Course Replacement Exception

Property acquired after 2026 may qualify if it is acquired in the ordinary course of business to replace or modernize existing tangible business property. The Notice indicates that this can include replacement or modernization needed to continue current operations. Examples include apartment unit renovations when tenants vacate (window replacements, appliances, fixtures, cabinetry, and flooring) and restaurant kitchen modernization (new ventilation systems for energy efficiency and updated point-of-sale systems). It does not extend to property acquired for business expansion or a move into a new line of business.

The Notice also provides relief for certain compliance tests after the designation period for a previously designated Opportunity Zone expires. Specifically, qualifying property acquired before expiration, or under one of the transition rules, may continue to treat the expired zone as an Opportunity Zone for purposes of both (i) the “substantially all use” requirement of the QOZBP definition under § 1400Z-2(d)(2)(D)(i)(III), and (ii) the QOZB gross income and intangible property tests under § 1400Z-2(d)(3)(A)(ii). This relief extends through December 31, 2047.

Planning Considerations

Projects in previously designated Opportunity Zones should be reviewed for planned post-2026 acquisitions and capital contributions. Particular attention should be given to whether a working capital safe harbor plan should be adopted or updated before December 31, 2026, whether the 10% funding and 5% expenditure thresholds can be met, and whether any post-2026 work is properly characterized as ordinary-course replacement or modernization rather than expansion.

Bottom Line

While Notice 2026-40 is not final regulation, it is expected to form the basis for forthcoming proposed regulations. Opportunity Zone projects that expect to acquire property after 2026 in previously designated Opportunity Zones should treat the Notice as a planning priority and document their plans, commitments, expenditures, and business purpose before the end of 2026. Those with upcoming Opportunity Zone projects should consider project timing and the need for a working capital plan, if located in a previously designated Opportunity Zone.

Winthrop & Weinstine will continue to monitor Opportunity Zone guidance as it is released. For more information, please contact the attorneys mentioned within this alert or your regular Winthrop attorney.

[1] Notice 2026-40 also addresses several investor-level transition rules that are not the primary focus of this alert. Among other items, the Notice provides that taxpayers holding qualifying QOF investments through December 31, 2026 generally must include remaining deferred gain at that time, but may remain eligible for the 10-year basis step-up election on a later sale if the applicable requirements are satisfied. The Notice also provides that this deemed included gain cannot itself be re-deferred. Separately, eligible gain realized on or before December 31, 2026 may still be deferred if timely invested in a QOF after December 31, 2026, and post-2026 QOF investments are generally subject to the amended five-year gain inclusion rule and related basis step-up rules.