Category: 3. Business

Midlife is often described as a period of professional stability: experience earned, skills refined, and confidence established. Yet for many women in STEM, midlife can quietly become something else entirely — a convergence of career pressure, identity shifts, family responsibilities, and emotional exhaustion.

This phase is rarely discussed openly in engineering spaces. Instead of dramatic life changes, the struggle often unfolds silently through burnout, anxiety, loss of confidence, and, for some, unexpected communication challenges. I know this because I lived it.

The Invisible Pressure Many Women Engineers Carry

In midlife, many women engineers experience what researchers describe as role overload: the accumulation of competing responsibilities across work, family, and personal life. Career uncertainty, caregiving, leadership expectations, financial pressure, and (for immigrants) visa insecurity can coexist simultaneously.

In technical roles that value clarity, speed, and confidence, emotional strain is often hidden. We are trained to solve problems, not to pause and admit vulnerability. Over time, that silence can take a toll.

For me, the impact went beyond stress. Chronic pressure affected how I showed up professionally, especially how I communicated.

When Stress Affects Communication

At my lowest point, I noticed something unsettling. I struggled to speak confidently in meetings. I froze midsentence. I forgot simple words. My voice felt shaky, and my thoughts felt inaccessible.

This experience was frightening and isolating. In engineering environments, communication is tied closely to credibility. Losing ease of expression felt like losing part of my professional identity.

What I later learned is that prolonged stress and burnout can interfere with cognitive processing and emotional regulation — both critical for communication. This is the nervous system signaling overload. Many women experience this quietly, fearing it reflects weakness rather than exhaustion.

Rebuilding From the Inside Out

Recovery did not happen all at once. It came through intentional, steady rebuilding, both personally and professionally. What helped most:

• Meaningful technical work: Re-engaging with hands-on projects restored my confidence and sense of capability.
• Continuous learning: Structured learning provided clarity during uncertainty.
• Community: Connecting with peers reminded me that struggle does not equal failure.
• Boundaries and self-compassion: Letting go of perfectionism allowed space for healing.
• Movement and mindfulness: Gentle exercise and yoga helped regulate stress and rebuild focus.
• Support systems: Family, faith, and trusted mentors served as anchors during the transition.

Over time, my confidence returned — not because my challenges disappeared, but because my resilience grew.

Why This Matters for Women in STEM

Midlife transitions are not signs of decline; they are inflection points. When acknowledged and supported, they can become periods of renewal, leadership growth, and deeper alignment.

By normalizing conversations about burnout, mental well-being, and communication challenges, we can create engineering cultures that retain talented women rather than silently losing them.

If you are navigating uncertainty in midlife — professionally or personally — know this: you are not alone, and you are not failing. You are responding to complex pressures with the tools you have.

Growth does not always look like acceleration. Sometimes, it appears like recalibration. And that, too, is engineering.

The National Defense Authorization Act for the US federal government’s 2026 fiscal year was signed into law on December 18, 2025. While primarily an annual defense bill establishing the budget and expenditures of the US Department of Defense, this year’s bill also included the Holding Foreign Insiders Accountable Act, which expands the scope of Section 16(a) of the Securities Exchange Act of 1934, as amended, to officers and directors of foreign private issuers.

Foreign private issuers (FPIs) are foreign companies that are publicly traded in the United States but have limited US ownership and business contacts in the country [1] and enjoy certain accommodations not applicable to publicly traded domestic companies. For example, FPIs have reduced US Securities and Exchange Commission reporting and disclosure obligations, may prepare their financial statements under internationally recognized or domestic accounting standards (as opposed to US generally accepted accounting principles), and are exempt from the US proxy rules, among other accommodations.

These privileges reflect the SEC’s longstanding approach of deferring to home country disclosure regimes, providing regulatory accommodations to non-US issuers, and maintaining the attractiveness of the US capital markets to non-US issuers.

Further, insiders of FPIs have historically been exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the Exchange Act), which requires certain insiders of publicly traded companies to promptly disclose transactions and holdings involving such equity securities and derivatives thereof, disgorge to the company any profits realized on short-swing transactions, and refrain from engaging in short sales, pursuant to an explicit exemption provided to them in Rule 3a12-3(b) under the Exchange Act.

However, as discussed in a prior LawFlash, the SEC recently indicated a willingness to revisit its accommodating stance on FPIs, particularly in light of concerns regarding the increase of China-based issuers in the FPI population and whether there are unique investor protection concerns related to such issuers, and issued a concept release earlier this year requesting public comment on whether and how the definition of “foreign private issuer,” and thus the body of issuers able to rely on the exemptions available to FPIs, should be changed.

EXTENSION OF SECTION 16(A) TO FOREIGN PRIVATE ISSUERS

The adoption of the Holding Foreign Insiders Accountable Act (HFIAA) subjects FPI officers and directors to Section 16(a)’s requirements for prompt reporting of those persons’ holdings, including certain indirect holdings, and transactions in the company’s equity securities and derivatives thereof. Specifically, FPI officers and directors generally will be required to publicly file with the SEC by 10:00 pm ET on the applicable due date:

1. initial ownership reports of all covered securities on Form 3:
   1. within 10 calendar days of becoming an insider under Section 16;
   2. in the case of an insider in a company that registers a class of equity securities with the SEC, on the date that such registration becomes effective;
   3. for officers and directors of FPIs with equity securities registered under Section 12 of the Exchange Act on March 18, 2026, on that date;
2. insider transaction reports on Form 4 to disclose transactions in the company’s equity securities registered with the SEC under Section 12 of the Exchange Act and derivatives thereof on Form 4 within two business days; and
3. annual reports on Form 5 to disclose any transactions that were not otherwise reported on Forms 3 or 4 during the prior year within 45 days of the FPI’s fiscal year-end.

Section 16 extends to American depositary receipts (ADRs) representing the FPI’s equity securities as they are derivatives of those securities. Therefore, officers and directors of FPIs that list their ADRs, but not the underlying equity securities, in the United States on the NYSE or Nasdaq will be required to disclose their transactions and holdings in both the ADRs and the underlying equity securities.

Critically, the HFIAA does not extend to FPI insiders either Section 16(b), which is a strict liability provision that is actively policed by the plaintiff bar and requires insiders to disgorge all profits derived from short-swing transactions (i.e., nonexempt, opposite-way transactions that occur within six months), or the prohibition of short sales under Section 16(c). Further, unlike for domestic publicly traded companies, beneficial owners of greater than 10% of an FPI’s equity securities will not be required to comply with Section 16.

SCOPE AND PRACTICAL IMPLICATIONS FOR FOREIGN PRIVATE ISSUERS

Due to the self-executing nature of the HFIAA, officers and directors of FPIs may expect to be subject to Section 16(a) beginning on March 18, 2026, which is 90 days following the December 18 signing of the defense bill into law. The HFIAA provides that the SEC may grant exemptive relief to the extent the laws of a foreign jurisdiction apply “substantially similar requirements” to insiders.

However, the interaction between Section 16’s requirements and those of foreign disclosure regimes is a complex analysis as the applicable insider reporting thresholds, timing requirements, and permitted trading windows may differ materially from the US federal securities laws, and it remains to be seen whether or how the SEC will pursue this authorization.

While the responsibility to comply with Section 16 is primarily that of the insider and not the company, the majority of publicly traded companies assist their officers and directors by preparing and filing Section 16 reports on their behalf. Although additional interpretive issues may arise as the compliance date nears, FPIs will need to assess which members of management will be deemed “officers” under Rule 16a-1(f), which is focused on the function and duties of such persons and not merely on titles.

For Nasdaq- and NYSE-listed FPIs, this analysis was likely already completed as part of their adoption of compensation clawback policies as recently mandated by the exchanges, but revisiting and refreshing such analysis in light of the new requirements would be prudent. All board members are deemed Section 16 insiders as directors, but a “director” can also include a person or entity that is deemed a “director by deputization” because one or more directors represents that person’s or entity’s interests on the board.

Further, public disclosure of individual equity compensation-related awards and transactions, such as equity grants, vesting and settlement of awards, the exercise of stock options or other awards, and the withholding of shares to pay taxes or the exercise price, will now be required because officers and directors will need to report individual grants and aggregate holdings on Forms 3 and 4.

This represents a significant departure from the current requirement that FPIs need only provide compensation information on an aggregate basis in annual reports on Form 20-F. Furthermore, officers and directors with trading arrangements that are intended to satisfy the affirmative defense against insider trading liability provided by Rule 10b5-1 of the Exchange Act will be required to indicate transactions that are made pursuant to such plans by checking the applicable box on Form 4.

As noted above, the disgorgement of short-swing profits under Section 16(b) was not extended to officers and directors of FPIs at this time, which reduces the current risk of private litigation related to Section 16 filings; however, the failure to comply with Section 16(a) does invite SEC enforcement risk as well as public scrutiny. It is also likely that at some point the SEC will focus on FPI compliance with Section 16(a), however, there may be a grace period before such an enforcement “sweep” is performed.

Regardless, inadvertent reporting failures invite personal risk for such insiders and attendant reputational harm, and it is possible that the SEC may implement rulemaking to require FPIs to publicly disclose delinquent Section 16 filings by their insiders as domestic companies are currently required to do, underscoring the importance of early education and establishment of compliance infrastructure.

NEXT STEPS

Given the short runway, FPIs that are publicly traded in the United States should begin preparing for Section 16(a) compliance now. In addition to the substantive analysis and identification of the specific insiders subject to the reporting requirement noted above, these preparations include administrative tasks such as obtaining EDGAR Next filing codes from the SEC for officers and directors and necessary powers of attorney to allow the company to make the required filings on their behalf, as well as ensuring that filing agents have been delegated authority to make the requisite filings.

FPIs should also analyze the securities held by their insiders and the appropriate Section 16 reporting of those holdings, which can be complex, including as a result of idiosyncratic equity compensation arrangements, or other holdings of company securities by family members or through trusts, partnerships, or other entities and investment vehicles, or receivable as performance fees.

Further, FPIs should conduct an assessment of their controls and procedures as they relate to equity compensation grants, insider trading policies, and preclearance requests for transactions in securities and provide training on Section 16(a) to covered insiders and those tasked with compliance at the company. Given the complexity and short fuse for filing deadlines, proactive engagement with US legal counsel on Section 16(a) issues is particularly prudent for FPIs that are not familiar with the Section 16 reporting regime.

California’s corporate climate disclosure litigation now turns on a question bigger than climate policy: how far a government can go in drafting corporate speech for regulated businesses. The Ninth Circuit has set oral argument for January 9, 2026, in Chamber of Commerce of the United States of America, et al. v. Sanchez, No. 25-5327 (9th Cir.). For companies building 2026 compliance calendars, board oversight narratives, and disclosure controls, that argument will shape planning even while SB 261 remains paused.

The Ninth Circuit has already enjoined enforcement of the Climate-Related Financial Risk Act (SB 261) pending appeal. It declined, however, to enjoin the Climate Corporate Data Accountability Act (SB 253). Meanwhile, the California Air Resources Board (CARB) continues developing implementing regulations and guidance for SB 253.

Where things stand

SB 261 (Climate-Related Financial Risk Act). SB 261 requires covered companies to publish a biennial climate-related financial risk report. The first reports otherwise would have been due January 1, 2026.

SB 253 (Climate Corporate Data Accountability Act). SB 253 requires covered companies to report greenhouse gas emissions.

On November 18, 2025, the Ninth Circuit issued a short order enjoining SB 261 enforcement pending appeal while leaving SB 253 in place. The order offered no reasoning. CARB has acknowledged the injunction and said it won’t enforce Health and Safety Code section 38533 during the appeal.

Why the January argument matters

The Ninth Circuit’s split approach—pause SB 261, leave SB 253—signals the panel may view the statutes as constitutionally distinct even though both mandate disclosure. Because the court did not explain its rationale, several interpretations remain plausible. Still, SB 261’s structure highlights why it presents sharper compelled-speech risk than an emissions reporting regime.

SB 261 does not operate like a “report the metric” statute. It requires a public report describing “climate-related financial risk” and the measures the company has adopted to mitigate and adapt to that risk. The statute organizes the report around Task Force on Climate-related Financial Disclosures categories: governance, strategy, risk management, and metrics and targets.

Compliance with SB 261 demands judgment calls with no single correct answer. Companies must decide which risks matter, pick time horizons, explain uncertainty, describe board and management oversight, and present strategy and transition planning. They must also select metrics and targets that best communicate their approach. Those choices create a narrative that blends fact, inference, and prediction.

That blend matters for First Amendment doctrine. Courts tend to uphold compelled commercial disclosures when the government requires “purely factual and uncontroversial” information, especially where the disclosure resembles a standardized label or an objective statement about the speaker’s own operations. SB 261 compels a forward-looking management narrative about risk, governance, and strategy. Once published, the report can’t be pulled back, which can sharpen claimed injury at the injunction stage and push courts toward more demanding scrutiny.

At argument, the panel is likely to test where SB 261 fits doctrinally. The core question: does SB 261 fall within the more deferential compelled-disclosure framework associated with Zauderer v. Office of Disciplinary Counsel, 471 U.S. 626 (1985), or does it trigger intermediate scrutiny because it compels interpretive, judgment-laden speech? The district court treated SB 253 as a Zauderer-type compelled factual disclosure and analyzed SB 261 under intermediate scrutiny. The Ninth Circuit’s decision to halt SB 261 enforcement, while allowing SB 253 to proceed, tees up a clearer line between compelled data and compelled narrative.

Timing may have influenced the injunction posture too. SB 261’s statutory deadline arrived first. CARB staff, by contrast, have recently proposed an initial August 10, 2026, deadline for SB 253 Scope 1 and Scope 2 reporting. That gap can affect irreparable-harm analysis because compelled public speech, once issued, can’t be undone.

What to watch at the January 9 argument

Expect the panel to press on three themes: (1) whether SB 261 compels “factual and uncontroversial” information or forces companies to adopt the State’s framing of climate risk and response, (2) how much discretion SB 261 leaves companies in selecting assumptions, time horizons, and mitigation narratives, and (3) whether investor-protection and market-transparency goals justify the mandated public report format. The answers to those questions will help predict whether SB 261 returns in its present form, returns with constraints, or stays blocked.

Practical implications for covered companies

SB 261 remains paused, not repealed. CARB says it won’t enforce SB 261 while the injunction remains in effect. Companies that accelerated work solely to meet the January 1 publication deadline can slow that workstream.

Keep governance and risk work moving where it adds value. Even with the pause, many companies face overlapping expectations across voluntary reporting, investor engagement, and international frameworks. Work on board oversight descriptions, risk registers, and disclosure controls can still pay off, even if the legal timetable shifts.

SB 253 remains a live workstream. Companies that likely fall within SB 253 should keep building Scope 1 and Scope 2 inventories and internal controls, aligning methods with the GHG Protocol, and planning for assurance. CARB’s proposed August 10, 2026, deadline still demands near-term architecture and process decisions.

Align narratives across channels. The litigation reinforces a discipline point: align climate-risk narratives across sustainability reports, investor communications, and other jurisdictions. If SB 261 returns after a merits decision, inconsistent narratives can create avoidable compliance and litigation risk.

Bottom line

The January 9, 2026, argument may mark the point when the Ninth Circuit begins defining the constitutional limits of climate-risk disclosure. The court’s earlier decision to pause SB 261 but not SB 253 suggests it may recognize a First Amendment difference between compelling data and compelling narrative. That distinction will shape compliance strategy, disclosure drafting, and litigation risk well beyond California. For more information, please contact the author or any attorney with the firm’s Environmental Practice Group.

Key takeaways:

• • • Immediate R&D deductions — The One Big Beautiful Bill Act introduces Section 174A, which restores immediate deduction of domestic research and experimental expenditures starting in tax years beginning after December 31, 2024, reversing the controversial five-year amortization requirement that took effect in 2022.

    • Retroactive tax changes — Small business taxpayers with average annual gross receipts of $31 million or less (for tax years beginning in 2025) will generally be permitted to apply this change retroactively to taxable years beginning after December 31, 2021, offering significant opportunities for amended returns and potential refunds.

    • Planning considerations needed — The legislation modified Section 280C, which now requires that domestic R&E expenditures be reduced by the amount of research credit, creating new planning considerations for businesses claiming R&D tax credits alongside Section 174 deductions.

The Tax Cut and Jobs Act (TCJA), enacted in December 2017, brought significant changes to Section 174, impacting how businesses account for research and development (R&D) expenditures. With the passage of the One Big Beautiful Bill Act earlier this year, the landscape has shifted dramatically once again, requiring tax departments to engage in strategic planning and proactive tax management.

Section 174: From immediate expense to amortization

First enacted in 1954, Section 174 allowed for the deduction of expenditures related to R&D in the year the expense occurred. The TCJA eliminated the ability to deduct R&D costs as an expense in the year incurred, requiring costs to be amortized over five years for domestic research and 15 years for research outside of the United States.

Over the years, the IRS released guidance several times on how best to approach Section 174’s R&D capitalization. The most recent substantive guidance came in Notice 2023-63 (in September 2023), which provided interim guidance on the capitalization and amortization of specified research or experimental expenditures; and Notice 2024-12 (December 2023), which clarified the earlier guidance. Additionally, Revenue Procedure 2025-8 (December 17, 2024) provided updated procedural guidance for taxpayers filing automatic accounting method changes related to Section 174 expenditures.

Since the changes to Section 174 took effect in 2022, businesses have struggled to track R&D costs, including what should be excluded or included. This shift created cash flow challenges for innovation-driven industries, leading to widespread calls for reform.

The One Big Beautiful Bill Act: A game-changer for R&D expensing

The One Big Beautiful Bill Act (OB3) that was signed into law by President Trump on July 4th, brought sweeping changes to the tax treatment of domestic R&D expenditures. Under a new addendum, Section 174A, capitalization is no longer required for qualified domestic research activity for tax years beginning after December 31, 2024.

This represents a major victory for businesses that have been lobbying for relief from burdensome amortization requirements. For many businesses, this change will simplify tax compliance, improve cash flow, and reduce overall tax liability.

Importantly, amounts paid or incurred in connection with software development are treated as R&E expenditures eligible for immediate expensing, which can provide particular relief to technology companies and startups. However, research or experimental expenditures attributable to research conducted outside the United States must continue to be capitalized and amortized over 15 years, creating a bifurcated system that requires careful tracking of domestic R&D activities, compared to foreign activities.

The OB3 legislation also includes particularly generous provisions for small businesses. Small taxpayers — those defined by a gross receipts threshold established in Section 448(c) — can amend tax returns as far back as 2022 to reverse the capitalization of R&E expenses. The Section 448(c) threshold is adjusted annually for inflation; and currently, for tax years beginning in 2025, the threshold is $31 million in average annual gross receipts over the prior three tax years.

For all taxpayers that made domestic research or experimental expenditures after December 31, 2021, and before January 1, 2025, will be permitted to elect to accelerate the remaining deductions for such expenditures over a one-year or two-year period, providing flexibility in managing taxable income.

Planning for the new landscape

While the OB3 provides welcome relief, corporate tax professionals must remain vigilant and proactive. The legislation introduces new complexities, particularly around Section 280C interactions. The change mirrors the Section 280C rules that were in place prior to the enactment of TCJA in 2017, although taxpayers still have the option to make an election under Section 280C that would reduce their research credit by the maximum corporate tax rate (21%) in lieu of reducing their domestic R&E expenditures.

Here are other key considerations for corporate tax department leaders navigating the new Section 174A landscape:

Understanding qualified research — Tax departments must understand what is considered qualified research and development under the new rules. This involves staying current on all guidelines issued by tax authorities and working closely with the company’s R&D team. Critically, teams must now distinguish between domestic and foreign R&D activities, as the tax treatment differs significantly. This information should be communicated to upper management when considering product expansion or enhancements.

Documentation & recordkeeping — Concise documentation of any expense activity remains essential. Tax departments should capture now and decide later — because it’s better to have the data than not. For any R&D activity that takes place outside of the US, all data should be captured separately from domestic activities. Corporate tax departments should systemize documentation, collection, and storage of R&D expense-related information.

Amended return opportunities — Small businesses should immediately evaluate whether they qualify for retroactive relief and assess the potential benefits of amending their returns for the years 2022 through 2024. Even larger taxpayers should analyze whether electing to accelerate remaining unamortized amounts into 2025 or splitting them between 2025 and 2026 provides optimal tax outcomes.

Section 280C planning — Departments must carefully model the interaction between R&D tax credits and Section 174A deductions. The restored reduction requirement means businesses must evaluate whether making the Section 280C election to reduce the credit rather than taking the deduction would provide better overall tax results.

Scenario planning — Departments should develop multiple financial models based on different elections and timing strategies. This will help the company understand the range of impacts these changes will have on cash flow, net operating losses, and overall tax liability.

The OB3 represents a major course correction for R&D tax policy, but it requires tax professionals to adopt a proactive approach to maximize benefits. Corporate tax departments can navigate these changes effectively by staying informed about legislative developments, engaging in continuous learning, and leveraging advanced tax planning strategies. Also, collaboration with internal teams and external advisors will be crucial in identifying opportunities and mitigating risks.

Ultimately, establishing a proactive and nimble mindset will enable corporate tax professionals to optimize their positions and drive business success in this evolving regulatory landscape.

Guests at a Center Parcs resort suffered injuries due to a broken section of a water ride.

A section of the Wild Water Rapids in the Subtropical Swimming Paradise area of the Sherwood Forest holiday park near Edwinstowe in Nottinghamshire was damaged on Monday.

Visitors using the ride were treated on site by first aiders for minor injuries, said the holiday firm.

The ride and outside pool were closed “as a precaution, following further investigation” but have since reopened apart from the damaged section, it added.