The Learned Concierge - June 2025, Vol. 20

The Learned Concierge

Welcome to your monthly legal insights on the trends impacting the Retail, Hospitality, and Food & Beverage Industries.

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Corporate Law

When Does A Converted Entity or a Merged Entity Need a New Employer Identification Number from the IRS?

Michael Laszlo, Theodore Laszlo, and Aditya Patel authored an article, “When Does A Converted Entity or a Merged Entity Need a New Employer Identification Number from the IRS?”

An EIN is a federal tax ID number for an entity, estate, trust, or other organization. For example, the following are generally required to obtain an EIN: partnerships, limited liability companies (“LLC”), corporations, non-profit organizations, estates, trusts (except certain grantor-owned revocable trusts), retirement plans or individual retirement accounts (“IRA”), real estate mortgage investment conduits, and farmers’ cooperatives. While sole proprietorships often use the owner’s Social Security Number (“SSN”) in place of obtaining a separate EIN, obtaining an EIN can be advisable for banking relationships and is required when the sole proprietorship has employees.

Cybersecurity & Privacy

The Monthly Rundown of All Things Cyber, Privacy, and Technology

Click here to read the Right to Know – May 2025, Volume 29

Scattered Spider Turning Focus to US Retail Chains

Google recently warned that the infamous hacking group, Scattered Spider, is now targeting the U.S. retail sector with ransomware and extortion attacks. Scattered Spider is a name applied to a loosely-knit group of cybersecurity threat actors who are known to use common tactics when carrying out attacks. Scattered Spider has a history of focusing their attack efforts on a single sector at a time and appear to be focusing on retail. They have most recently been associated with attacks on retail chains in the UK. Now, however, it appears that they have turned their focus to U.S. retail chains. John Hultquist, Chief Analyst at Google Threat Intelligence Group has said that, “[t]hese actors are aggressive, creative, and particularly effective at circumventing mature security programs. They have had a lot of success with social engineering and leveraging third parties to gain entry to their targets….” This risk again emphasizes the need for U.S. retail companies to remain vigilant with their cybersecurity efforts.

Chinese Hackers Disrupt Drone Supply Chain

Recent reports indicated that the hacking group, Earth Ammit, linked to China, launched multiple waves of cybersecurity attacks on key drone supply chain companies in Taiwan and South Korea in 2023 and 2024. The group was seen enterprise resource planning (ERP) and remote access software exploits to establish backdoors, take information, and disable security protections at military, heavy industry, software services, satellite, technology, media, and healthcare organizations in an effort to disrupt supply chains. The attacks were coordinated to infiltrate and disrupt upstream segments of the drone supply chain. In some instances, information taken from upstream segments of the drone supply chain was used to infiltrate downstream segments, further disrupting the supply chain. The attack emphasizes the importance of cybersecurity for all industries as the coordinated use of cybersecurity attacks can be used to disrupt supply chains—causing a significant ripple through that, and other related, supply chains.”

A View from California: Privacy Agency Enforcement, CCPA Rulemaking and CIPA Reform

Myriah Jaworski, Ali Bloom, and Chirag Patel authored an article, “A View from California: Privacy Agency Enforcement, CCPA Rulemaking and CIPA Reform.”

There is never a boring moment in California privacy law, and these past weeks have been no exception.

From major modifications to proposed California Consumer Protection Act (CCPA) rulemaking on automated decision-making and cyber audits, to California Invasion of Privacy Act (CIPA) reform initiatives and recent decisions that may be turning the tide towards defendants, and a just-announced California Privacy Protection Agency (agency) decision against a clothing retailer for alleged violations of the CPPA, the last month has seen major activity on all fronts.

ESG & Sustainability

A Beginner’s Guide to Vegan Fashion (and How to Spot ‘Greenwashing’)

“Vegan” and “plant-based” are not just food labels anymore; they are fashion’s latest buzzwords. Imagine walking into a high-street fashion store, drawn to a stylish bomber jacket labelled “100% vegan.” You flip the tag, looking for material details, only to find none. Nearby, a luxury handbag proudly announces it’s made from vegan leather. A closer look reveals it’s 56% recycled polyester and 44% polyurethane – basically plastic. Click here to learn more.

Food & Beverage

Bills Banning Toxic Chemicals and Vaccines in Food Fail to Pass

A collection of bills that would have required labeling of, or completely banned, certain chemicals and vaccine ingredients being put into food products failed to make it through the process this Regular Session.

Sarasota Republican Sen. Joe Gruters sponsored Florida state legislation (SB 196) that would have required clear labeling on food that contains vaccines or vaccine materials.

The Senate passed the bill unanimously. However, the measure fell short in the House and was permanently withdrawn. Click here to learn more.

Food Labelling

NSF Research Shows Americans Demand Greater Clarity and Standardization in Food Labeling

NSF, a leading global public health and safety organization, today released key findings from a survey aimed at understanding the effectiveness of U.S. food labeling and its role in consumer decisions.  The research, which surveyed 1,000 Americans, highlights several challenges, including a lack of confidence in food labels, desired improvements in labeling, and the need for standardized sustainability metrics. Click here to learn more.

Why Clean Label Products Are Taking Over and Consumers Are Saying No To Artificial Ingredients

A clear shift is occurring in how people choose their food these days. More consumers are leaning towards clean-label food products made with natural ingredients and fewer artificial additives. This growing demand for clean-label and healthier food options is transforming the food industry worldwide. What is driving this movement? Simple. People want to be healthier; they seek transparency in food labeling, and they are increasingly suspicious of artificial chemicals. Brands can no longer get away with confusing ingredient lists filled with unpronounceable words. Consumers prefer foods with straightforward, natural ingredients. This is not just a fad—it represents a serious change in what people care about, and it is shaking up the entire food market. Click here to learn more.

International Trade

Trade Court Invalidates Global Reciprocal Tariffs and Trafficking Tariffs, Shaping Negotiation Dynamics

Mark Ludwikowski, Kevin Williams, Aristeo Lopez, Kelsey Christensen, and Sally Alghazali authored an article, “Trade Court Invalidates Global Reciprocal Tariffs and Trafficking Tariffs, Shaping Negotiation Dynamics.”

On May 28th, a U.S. federal trade court issued a decision with a monumental impact on global economies.

In a landmark decision, the U.S. Court of International Trade (“CIT”) decisively struck down the Worldwide and Retaliatory tariffs (also known as the “Liberation Day tariffs” or “reciprocal tariffs”) and the Trafficking Tariffs against Canada, China, and Mexico (also known as “IEEPA-fentanyl tariffs”) that were imposed by the Trump administration under the International Emergency Economic Powers Act (“IEEPA”). Other tariffs, such as those under Section 232 and Section 301, are unaffected by this ruling.

Trump Trade Tariffs Slump Widens to ‘Nearly All U.S. Exports,’ Supply Chain

What began as a rapid drop in U.S. imports as shippers cut orders from manufacturing partners around the world has now extended into a nationwide export slump, with the U.S. agricultural sector and top farm products, including soybeans, corn, and beef, taking the hardest hit.

The latest trade data shows that a slide in U.S. exports to the world, and China in particular, that began in January now extends to most U.S. ports, according to trade tracker Vizion, which analyzed U.S. export container bookings for the five-week period before President Donald Trump’s tariffs began and the five weeks after the tariffs took effect. Click here to learn more.

Labor & Employment

New Jersey’s Proposed Independent Contractor “ABC” Test – Easy As 1, 2, 3?

Richard Scharlat authored an article, “New Jersey’s Proposed Independent Contractor “ABC” Test – Easy As 1, 2, 3?”

On Apr. 3rd, the New Jersey Department of Labor and Workforce Development proposed new rules under the New Jersey Administrative Code (“N.J.A.C.”) Section 12:11, which are designed to clarify the application of the “ABC test.” The ABC test is a legal standard used to determine whether a worker is an independent contractor or an employee. Under the proposed rules, the burden of proof lies with the employer to demonstrate that a worker meets all three prongs of the test: Prong A (freedom from control), Prong B (work outside the usual course of business), and Prong C (engagement in an independently established trade).

On May 5th, the proposed rules were published, triggering a 60-day review and comment period. This proposal is significant for businesses and independent contractors as it seeks to codify the department’s interpretation of the statutory ABC test, which is crucial for compliance with various New Jersey laws, including the Unemployment Compensation Law, the Wage Payment Law, and the Earned Sick Leave Law.

Industry Trends 

Texas House Approves ‘Make Texas Healthy Again’ Bill

On May 26th, the Texas House passed SB 25 with bipartisan support. The bill received final approval by both houses just before the legislative term ended and has been submitted to the governor.

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. Click here to learn more.

This publication is intended for general informational purposes only and does not constitute legal advice or a solicitation to provide legal services. The information in this publication is not intended to create, and receipt of it does not constitute, a lawyer-client relationship. Readers should not act upon this information without seeking professional legal counsel. The views and opinions expressed herein represent those of the individual author only and are not necessarily the views of Clark Hill PLC. Although we attempt to ensure that postings on our website are complete, accurate, and up to date, we assume no responsibility for their completeness, accuracy, or timeliness.