Quick Hits

• In Baker v. Van Dolder’s Home Team Inc. (2026 ONCA 568), the Ontario Court of Appeal unanimously held that without-cause termination provisions containing the words “at any time” or “at any time and for any reason” are not, by that language alone, inconsistent with the Employment Standards Act, 2000 (ESA) and are therefore enforceable.
• The decision provides an authoritative interpretive framework: termination provisions must be read in context, with a view to the objective intentions of the parties, rather than through a literal, isolated reading that strains to find ambiguity where none exists.
• The court also confirmed that a with-cause provision defining “cause” more broadly than the ESA’s “wilful misconduct” standard is enforceable where it expressly preserves the employee’s minimum ESA entitlements.

The decision offers much-needed clarity for employers and employment counsel seeking to draft enforceable termination provisions that limit obligations to ESA minimums without running afoul of the statute.

The Facts

Frederick Baker commenced employment with Van Dolder’s Home Team Inc. on November 2, 2020, as its controller, head of finance, at an annual salary of $95,000 plus benefits. His employment contract contained a without-cause provision permitting Van Dolder to terminate his employment “at any time, without just cause, upon providing you with only the minimum notice, or payment in lieu of notice and, if applicable, severance pay, required by the Employment Standards Act.” The contract also contained a with-cause provision and a separate “Minimum Standards” clause providing that the ESA would prevail over any inconsistent contractual term.

On March 24, 2023, Van Dolder terminated Mr. Baker’s employment without cause. Mr. Baker was seventy-one years old and entitled to two weeks of statutory notice. He declined a release and commenced a wrongful dismissal action, arguing the termination provisions were inconsistent with the ESA and therefore void.

In a companion case, Song Li commenced employment with Wayfair Canada ULC on January 23, 2023, as a senior product manager at an annual salary of $221,546. His contract permitted termination without cause “at any time and for any reason” while repeatedly affirming that he would receive the minimum statutory entitlements under the ESA. Wayfair terminated Mr. Li’s employment without cause on October 17, 2023.

Conflicting Decisions Below

The two cases produced irreconcilable results at the Ontario Superior Court of Justice.

In Baker v. Van Dolder, the motion judge found the “at any time” language inconsistent with the ESA because it could be read to permit termination at times expressly prohibited by statute—such as upon the conclusion of an employee’s leave (s. 53) or as a reprisal (s. 74). The motion judge also struck down the with-cause provision for failing to explain the ESA’s “wilful misconduct” standard to “regular employees.”

In Li v. Wayfair, a different motion judge found the virtually identical “at any time and for any reason” language enforceable, reasoning that the contract as a whole clearly sought to limit entitlements to ESA minimums.

As the Court of Appeal observed, this was precisely the kind of inconsistency that had plagued the jurisprudence for years, with virtually identical provisions yielding opposite results.

The Court of Appeal’s Interpretive Framework

The Court of Appeal set out an interpretive framework built on established principles.

First, employment contracts must be interpreted differently from ordinary commercial agreements to further employment law principles, most notably the protection of vulnerable employees. Second, determining the meaning of an employment contract remains an exercise in contractual interpretation: the goal is to ascertain the objective intentions of the parties as expressed in the wording of the contract as a whole, understood in light of the relevant surrounding circumstances. Third, courts should avoid a “magic words” approach and should not strain to find ambiguity where none reasonably exists.

Applying this framework, the court held that the words “at any time” simply reflect a mutual intention that a without-cause termination will be valid and legally effective regardless of when it occurs—not that the employer is entitled to ignore express statutory prohibitions. This interpretation is consistent with nearly three decades of jurisprudence, including the Supreme Court of Canada’s foundational judgment in Wallace v. United Grain Growers Ltd.

The court further held that the addition of “for any reason” simply means that the employer is not required to give the employee a reason for the termination—not that the employer could plausibly claim the contract exempted it from statutory prohibitions.

On the with-cause provision in Mr. Baker’s contract, the court found that because it expressly preserved minimum ESA entitlements even where the contractual standard of “just cause” was met, the provision was aligned with the ESA. The motion judge’s requirement that employers explain the difference between contractual cause and statutory wilful misconduct was an error in principle.

The court declined to reconsider Waksdale, since both the without-cause and with-cause provisions in both contracts were found to comply with the ESA.

What This Means for Employers

“At any time” and “for any reason” language is safe—in the right context. The court has definitively confirmed that these common drafting phrases do not, by themselves, render a termination provision inconsistent with the ESA, provided the clause as a whole reflects an intention to comply with statutory minimums. Employers with existing contracts containing this language can take considerable comfort from the decision.

Contextual interpretation prevails over literal, isolated readings. The decision firmly rejects an approach that seizes on individual words or phrases and assigns them a meaning divorced from the contract as a whole. Employers may want to ensure that their contracts contain clear, repeated references to ESA compliance, as these contextual markers are precisely what courts will rely on to uphold enforceability.

Referential incorporation of ESA entitlements remains effective. The court reaffirmed that employers may validly incorporate ESA minimum entitlements by reference, without needing to spell out the precise scope of those entitlements in the contract. This includes with-cause provisions: defining “cause” more broadly than wilful misconduct is not fatal, so long as the provision preserves the employee’s right to ESA minimums when conduct falls short of the statutory standard.

A “Minimum Standards” clause adds a belt to the suspenders. The court relied heavily on the clause in Mr. Baker’s contract providing that the ESA would prevail over any inconsistent contractual term. While not strictly required, such a clause reinforces the interpretive context that the parties intended ESA compliance.

No obligation to explain the law in the contract. The court rejected the motion judge’s suggestion that employers must explain the ESA’s wilful misconduct standard or how it differs from contractual just cause. This removes what would have been an unworkable drafting burden, but employers may still wish to ensure that the contract clearly preserves ESA floor entitlements upon a for-cause termination.

Consistency in the jurisprudence—at last? The court expressly acknowledged the “uncertainty” and “myriad of cases” that have plagued this area. By articulating a clear, principled framework rooted in contextual interpretation and objective intention, the decision should reduce—though perhaps not eliminate—the risk of conflicting outcomes at first instance.

The Bottom Line

Baker v. Van Dolder’s Home Team Inc. is the most significant Ontario appellate decision on termination clause enforceability in years. It resets the interpretive approach away from formalistic, word-by-word scrutiny and back toward the contextual, purposive framework endorsed by the Supreme Court of Canada. For employers and counsel drafting employment contracts, the message is clear: well-constructed termination provisions that express an intention to comply with the ESA—through repeated statutory references, ESA-compliance clauses, and preservation of minimum entitlements—will be enforced according to their terms.

Ogletree Deakins’ Canada offices will continue to monitor developments and will post updates on the Canada, Cross-Border, and Employment Law blogs as additional information becomes available.

Quick Hits

• The 2026 VETS-4212 reporting platform opened on August 1, 2026.
• All 2026 VETS-4212 filings are due by September 30, 2026.
• Federal contractors and subcontractors with a single covered contract of $200,000 or more are required to file VETS-4212 reports.

Who must file VETS-4212 reports?

Federal contractors or subcontractors with a single contract of $200,000 or more for the procurement of personal property or nonpersonal services, regardless of the number of employees, are required to file VETS-4212 reports with the U.S. Department of Labor’s (DOL) Veterans’ Employment and Training Service (VETS).

The increase in the contract threshold of $200,000 from $150,000 is the result of the Federal Acquisition Regulatory Council’s review and adjustment of acquisition-related statutory thresholds applicable to federal procurement. VETS states in its frequently asked questions (FAQ) guidance that the contract or subcontract may be with “any department or agency of the United States” and includes procuring personal property and services such as “utility, construction, transportation, research, insurance, and fund depository.” The FAQs state that this filing requirement applies to banks, financial institutions, or private sector entities insured by the Federal Deposit Insurance Corporation (FDIC) if a single contract meets the dollar threshold. Federal contracts can include “agreements to serve as fund depositories, agreements for federal share and deposit insurance, and agreements to serve as an issuing and paying agent for U.S. savings bonds and savings notes.”

What data must be filed?

The VETS-4212 form posted for the 2026 reports is split into two data sections for the reporting location. On the left side of the form, Column A shows the total number of protected veterans broken down into the ten EEO-1 occupational categories, and Column B shows the total number of employees in each of the ten EEO-1 occupational categories. The right side of the data section shows hiring activity for the report location for the last twelve months, including the total number of protected veteran hires during the previous twelve months in Column C and the total number of hires in Column D. The form does not require that hiring activity be broken down by EEO-1 occupational category. The upper part of the form contains company identification information and information on the location for which the VETS-4212 form is being filed.

Will filers receive notices of the platform opening or notices of failure to file?

No. VETS does not send emails about platform openings, deadlines, filing updates, and overdue filings. The VETS posts information for each filing period on the reporting landing page and leaves it to filers to complete their filings by the deadline.

Covered government contractors and subcontractors may want to consider preparing now so they can complete their required filings by the September 30, 2026, deadline.

Ogletree Deakins’ Government Contracting and Compliance Practice Group and Military Workforce Practice Group will continue to monitor developments and will post updates on the Diversity, Equity, and Inclusion Compliance and Government Contracting and Compliance blogs as additional information becomes available.

Follow and Subscribe
LinkedIn | Instagram | Webinars | Podcasts

Artificial intelligence (AI)–assisted workforce analytics and simpler changes to how reports are generated and reviewed can both help employers continuously monitor that data and correct issues earlier, reducing wage-and-hour exposure in California and beyond.

This article opens a new series, “Beyond the Data,” on turning existing workforce data into a preventive compliance program. It also introduces a simple, five-stage framework that the rest of the series will build on.

Quick Hits

• Most employers already possess the workforce data and systems needed to build a more proactive compliance practice. The barrier is usually how the data gets used, not whether it exists.
• AI is one useful tool for this, but not the only one. Simpler changes, such as who reviews an existing report, how often, and for what information, can be just as valuable.
• Proactively identifying and correcting compliance issues generally puts an employer in a better position than discovering the same issues for the first time in litigation, in California and beyond.
• This series follows one idea from start to finish: compliance moves through five stages, starting with simply collecting data, and continuing through the use of it to catch problems early. Later articles will show where meal periods, rest breaks, and other exposure points each fit in that progression.

You Already Built This

Over the past two decades, employers have invested heavily in digitizing the workplace: electronic time clocks, cloud-based payroll systems, scheduling software, and HRIS platforms. For most, the practical use of that data has remained narrow: process payroll, satisfy basic reporting requirements, and, when litigation arises, reconstruct what happened months or years earlier.

That is starting to change—sometimes through AI tools that make it practical to continuously analyze data already in these systems or to generate new reports from the same dataset, and sometimes simply because someone decides to look at an existing report differently. Either path moves the data toward an early-warning system, and this series will cover both.

The Opportunity: Different Questions, Same Data

Whether an employer uses an off-the-shelf timekeeping and payroll platform, a customized internal system, or some mix of the two, most already generate substantial reporting built mainly to answer transaction-level questions: Who missed a meal period yesterday? Who was owed a premium last pay period? The more useful question is often different: Which supervisors show a rising trend in late or missed meal periods? Which locations carry disproportionate premium exposure once staffing and overtime are accounted for? AI tools, using a technique often called “pattern recognition,” can help answer questions like these at scale, but an employer can also get partway there simply by asking an analyst to review six months of trend data instead of one pay period at a time. The technology accelerates the work, no matter how sophisticated the business is; it isn’t a prerequisite for starting it.

Five Stages, One Direction

Every article in this series points back to the same idea, so it helps to lay it out plainly here.

A compliance program tends to grow through five stages:

• Stage 1 is collecting data: timekeeping, payroll, scheduling, and HRIS records. Almost every employer is already here.

• Stage 2 is basic reporting: dashboards, exception reports, and an audit once per quarter. Many employers are here, too, even if it doesn’t feel like a stage, but rather a finished process.

• Stage 3 is spotting patterns: seeing trends across supervisors, locations, workgroups, or shifts, on an ongoing basis rather than one report at a time.

• Stage 4 is acting on what the pattern shows: a manager changes a schedule, a policy gets corrected, and the correction gets written down.

• Stage 5 is doing this continuously: problems get flagged before they become patterns, and resources go where the risk is developing, not just where it already happened.

Most employers today are at Stage 1 or Stage 2. This series is about what it takes to move to Stage 3 and beyond, using data these employers already have.

Why This Matters

An employer’s demonstration that it proactively investigated, monitored, and acted upon information is becoming a real advantage, not just a legal technicality. Courts and regulators—in California and increasingly elsewhere—are rewarding employers that took reasonable, good-faith steps toward compliance before problems surfaced, rather than employers that first learned of an issue through a lawsuit, California Private Attorneys General Act (PAGA) notice, or agency complaint. Later articles in this series will touch on specific California statutory and case law developments driving that trend, including a reasonable-steps discount now built into California’s PAGA framework.

For now, the broader point holds: proactive, documented monitoring—whether AI-assisted or simply through better internal habits—tends to reduce wage-and-hour exposure, and it is what moves a compliance program from Stage 2 to Stage 3 and beyond. None of this guarantees immunity from a claim, and nothing in this series should be read as legal advice on any particular set of facts. What it does, ideally, is shift an employer’s starting position—from after-the-fact defense to a demonstration of ongoing, good-faith compliance at all times—regardless of whether litigation looms.

A Practical Illustration

Consider a multi-location employer that already exports weekly timecard and attestation data. Today, that export likely gets a quick look before payroll runs. An AI tool could flag locations with a meaningful increase in late or missed meal periods over six months and draft a short summary for review; alternatively, someone could run that comparison manually each month. A regional manager reviewing that summary might trace the pattern to one location’s Sunday closing shift and adjust the schedule.

Six months later, premiums at that location have dropped, and there is a dated record showing when the problem was caught and what was done about it. Either approach, AI-assisted or manual, is a starting point for human review, not a legal conclusion, but both reflect proactive monitoring, and both move a compliance program forward a stage.

Implementation Tips

Consider starting by asking whoever is responsible for meal-period or premium-pay reporting one question: How far back does the report look, and who actually sees it? A report reviewed one pay period at a time likely misses the six-month trend that matters most. Extending that window and clarifying who acts on it costs nothing, and it is often the highest-value change available before any new tool enters the picture.

Looking Ahead

Next in this series: The timekeeping and attestation data already sitting in employer payroll systems can indicate which supervisor’s meal periods are drifting out of compliance—if it’s reviewed as a Stage 3 practice instead of a Stage 2 report.

Employers evaluating new tools, including AI, to complement their existing HRIS, payroll, and timekeeping systems should do so carefully, and in a way that best preserves attorney-client privilege.

Ogletree Deakins’ California Class Action and PAGA Practice Group, Wage and Hour Practice Group, and Workforce Analytics and Compliance Practice Group will continue to monitor developments and will provide updates on the California, Class Action, Employment Law, and Workforce Analytics and Compliance blogs as additional information becomes available.

Follow and Subscribe
LinkedIn | Instagram | Webinars | Podcasts

Quick Hits

• The DOJ recently published guidance that clarifies legal protections for religious beliefs and practices in the federal workplace, consistent with recent executive orders and decisions from the U.S. Supreme Court.
• The U.S. Constitution, Title VII of the Civil Rights Act of 1964, and the Religious Freedom Restoration Act of 1993 (RFRA) protect religious expression and practices by individuals and organizations.
• The new guidance is directed to federal agencies, but it may give private employers insights into governmental regulators’ enforcement approaches and priorities, and well as potential claims brought by employees and their attorneys.

The U.S. Constitution protects the right to belief and worship, as well as the right to abstain from belief or worship. Additionally, Title VII and the RFRA protect religious expressions and practices by individuals and organizations, including those “employing others,” as the DOJ guidance explains. The guidance outlines a series of principles to guide federal agencies in ensuring compliance with these federal laws. Those principles have implications for private employers, including with regard to workplace conduct and expression, as well as religious accommodations.

Expansive Definition of Protected Religious Exercise

The guidance defines the “free exercise of religion” as encompassing not just belief or worship but “the right to perform or abstain from performing certain physical acts in accordance with one’s beliefs.” This language signals a federal enforcement approach that will view religious exercise claims broadly.

Employers may find employees invoking religious protections and objections for a wider range of conduct beyond worship attendance or Sabbath observance, to potentially include daily behavioral choices, dress, speech, interactions with coworkers, and exemptions from certain job duties.

Religious Speech and Expression in the Workplace

The guidance states that “[w]here speech or expression is part of a person’s religious observance and practice, it falls within the scope of Title VII,” and that “[s]peech or expression outside of the scope of an individual’s employment can almost always be accommodated without undue hardship to a business.” It further notes that speech “within the scope of an individual’s employment, during work hours, or in the workplace may, depending upon the facts and circumstances, be reasonably accommodated.”

The guidance specifically references prior guidelines issued by the Clinton administration as providing “useful examples for private employers,” such as the following: “employees may keep religious materials on their private desks and read them during breaks”; they may “discuss their religious views with other employees, subject to the same limitations as other forms of employee expression,” they may “display religious messages on clothing or wear religious medallions,” and they may “invite others to attend worship services … except to the extent that such speech becomes excessive or harassing.”

For employers, this posture may create significant tensions with traditional antiharassment policies. Employers that discipline employees for proselytizing, displaying religious messages, or expressing religiously motivated views on controversial topics (e.g., views on sexual orientation, gender identity, preferred pronouns, or other protected characteristics) may face objections that such discipline constitutes religious discrimination. Employers may wish to carefully calibrate their harassment and workplace conduct policies to ensure they do not categorically prohibit religious expression without an individualized assessment of whether accommodation would cause undue hardship.

Religious Accommodations

Under Title VII, employers must reasonably accommodate an employee’s religious needs, absent undue hardship. The new guidance incorporates executive orders and Supreme Court of the United States decisions in recent years, including in Groff v. DeJoy, which held that an accommodation poses an “undue hardship” only if it imposes a burden that is “substantial in the overall context of an employer’s business.” Groff emphasizes that “no undue hardship is imposed by temporary costs, voluntary shift swapping, occasional shift swapping, or administrative costs.” It further asserts that coworker animosity to a particular religion, religion in general, or the notion of religious accommodation does not support an undue hardship defense.

The guidance reiterates that a reasonable accommodation should eliminate the conflict between a job requirement and an employee’s religious belief or practice. Thus, “Title VII requires an employer to consider what adjustment or modification to its policies would effectively address the employee’s concern; an ineffective accommodation is insufficient.” Furthermore, employers are required to engage in an interactive process with an employee to identify an accommodation that is reasonable and effective. What should not be part of that process is questioning whether the employee’s religious belief is sincere.

For employers, this means that undue hardship arguments must be supported by specific, demonstrable evidence of substantial cost or disruption to the workplace. Employers may wish to focus on concrete and significant operational burdens, and not assumptions or coworker complaints. Additionally, the reasonable accommodations process must seek an accommodation that works in practice, not just on paper. While an employer is not required to provide the employee’s preferred accommodation, any offered alternative must effectively eliminate the conflict.

Discrimination Based on Disparate Treatment

The guidance reiterates that Title VII’s prohibition on disparate treatment “is implicated any time religious observance or practice is a motivating factor in an employer’s covered decision.” This includes making assumptions about an individual based on the individual’s perceived or suspected religion. The guidance emphasizes that denying accommodations for religious reasons that are provided for secular ones will constitute a legal violation. But even beyond that, the guidance asserts that “the fact that an accommodation may grant the religious employee a preference is not evidence of undue hardship because Title VII ‘gives [religious practices] favored treatment.’”

Employers may wish to train hiring managers that adverse decisions should not be based on assumptions about an applicant’s or employee’s religious practices (e.g., declining to hire someone perceived to wear religious garb because of anticipated scheduling conflicts). In addition, employers may wish to ensure that accommodations, such as scheduling flexibility, that are granted for secular reasons are equally available for religious reasons. But the converse is not necessarily true. It would appear that traditional employer concerns about “special treatment” for religious employees has been effectively neutralized.

Religious Organizations

Section 702 of Title VII provides protections to religious organizations, allowing them to employ only individuals of a particular religion or those “whose beliefs and conduct are consistent with the employer’s religious precepts.” The guidance notes that this protection may extend to for-profit companies that operate with consistent religious mission statements.

Title IX of the Education Amendments of 1972 bars sex discrimination in educational institutions that receive federal funding. However, the guidance explains, educational institutions controlled by religious organizations are “exempt from Title IX’s prohibition on sex discrimination where that prohibition ‘would not be consistent with the religious tenets of such organization[s].’”

Next Steps

Employers may wish to review their dress codes, codes of conduct, attendance policies, antiharassment policies, and protocols for handling religious accommodation requests to determine if any adjustments may be advisable. Employers also may wish to train managers on compliance with federal and state religious discrimination and accommodations laws.

Ogletree Deakins’ Leaves of Absence/Reasonable Accommodation Practice Group will continue to monitor developments and will post updates on the Employment Law, Higher Education, and Leaves of Absence blogs as additional information becomes available.

This article and more information on how the Trump administration’s actions impact employers can be found on Ogletree Deakins’ Administration Resource Hub.

Fiona W. Ong is a shareholder in Ogletree Deakins’ Baltimore office.

James M. Paul is a shareholder in Ogletree Deakins’ Tampa and St. Louis offices.

This article was co-authored by Leah J. Shepherd, who is a writer in Ogletree Deakins’ Washington, D.C., office.

Follow and Subscribe
LinkedIn | Instagram | Webinars | Podcasts

Quick Hits

• The Mexican Tax Authority’s tax electronic signature (e.firma) will now be the only digital credential for ALL employer procedures before the Mexican Institute of Social Security (IMSS).
• Employers have until October 14, 2026, to update their credentials.

The agreement (ACDO.AS2.HCT.160726/3.P.DIR) is the result of a transition process intended to digitalize all IMSS processes.

Main Modifications and Procedures

The implementation of this agreement represents that the e.firma will be the only valid certificate for authenticating an employer’s identity for any IMSS procedure and that legal representation of a company must be managed through the IMSS Virtual Desktop using the legal representative’s company’s e.firma to access.

As a consequence of the latest requirements, the IMSS digital certificates will no longer exist as the Employer Electronic Identification Number (Número Patronal de Identificación Electrónica) (NIPE)).

The following are some of the procedures that will be affected by this disposition:

• Affiliation movements (enrollments, cancellations, and salary modifications)
• Risk premium determination
• Payment receipts of social security contributions (SUAs)
• Access to the IMSS’s mailbox

Tips for Ensuring Future Compliance

The same agreement grants employers a ninety-day period, which will elapse on October 14, 2026, to incorporate e.firma to be in compliance and to avoid any fines related to the compliance of other obligations.

Before the ninety-day period elapses, employers may want to ensure that they have taken the following actions:

1. Verify that the e.firma of the company and of the legal representative is active.
2. Link the e.firma to the Employer Registration Number at the IMSS Virtual Desktop.
3. Designate and link the legal representative’s e.firma.

The employer’s representative must have an e.firma that has been duly updated; otherwise, the link cannot be properly executed.

Ogletree Deakins’ Mexico City office will continue to monitor developments and will provide updates on the Cross-Border blog as additional information becomes available.

Pietro Straulino-Rodríguez is the managing partner of the Mexico City office of Ogletree Deakins.

Natalia Merino Moreno is an associate in the Mexico City office of Ogletree Deakins.

María José Bladinieres is a law clerk in the Mexico City office of Ogletree Deakins.

Follow and Subscribe
LinkedIn | Instagram | Webinars | Podcasts

Quick Hits

• To date, only five countries in the EU have fully implemented the rules outlined in the EU’s pay transparency directive.
• The remaining EU countries are working toward implementing the directive, but have not done so yet, although the deadline for implementation has passed.

The deadline for member states to transpose EU Pay Transparency Directive 2023/970 into national law was June 7, 2026. Greece, Italy, Lithuania, Malta, and Slovakia finalized their national laws on or shortly after the deadline. Poland and Estonia have implemented the requirements related to recruiting only at this stage.

The minimum requirements of the EU directive apply to all public and private employers, regardless of size. It requires employers to:

• provide the starting salary or pay range to a candidate in the job advertisement or state it before the job interview or with enough time to allow a meaningful negotiation regarding pay to take place;
• ensure that job advertisements and job titles are gender neutral and that recruitment processes are executed in a nondiscriminatory manner;
• refrain from asking job candidates about their pay history;
• provide employees, on request, with information on their individual pay level and the average pay levels, broken down by sex, for categories of workers doing the same work or work of equal value; and
• conduct a joint pay assessment (involuntary pay audit) if pay reports reveal a gender pay gap of at least 5 percent that cannot be objectively justified, and it has not been remedied by the employer within a six-month period.

Furthermore, employers with at least one hundred workers are required to publish data on the pay gap between female and male workers in categories of workers that are performing the same work or work of equal value.

The gender pay gap in the EU currently stands at 11.1 percent, according to statistics from the European Parliament. The pay transparency directive mentions several factors contributing to the pay gap, including sex discrimination, gender stereotypes, the overrepresentation of women in low-paid service jobs, the heavy concentration of women in certain industries (sometimes called horizontal segregation), and unequal sharing of family caregiving responsibilities.

The UK government is seeking comments on its own pay transparency proposal.

Next Steps

Implementation of the directive is likely to pick up pace across EU member states in the coming months, and past experience shows that implementation announcements can happen quickly and without advance warning.

Employers with employees in Slovakia, Italy, Lithuania, Malta, Greece, Poland, and Estonia must be compliant with existing legislation regarding the EU pay transparency directive that is in force now. Employers with employees across the EU may want to prioritize an examination of their current job architecture, policies, and practices regarding pay rates, pay transparency, and recruitment processes to identify changes that will be needed in the near future to ensure compliance.

Information and updates on the progress of the directive’s implementation across the European Union can be found using Ogletree Deakins’ Member State Implementation Tracker.

Ogletree Deakins’ Pay Equity Practice Group will continue to monitor developments and will post updates on the Cross-Border, Europe, Middle East, and Africa, and Pay Equity blogs as additional information becomes available.

Daniella McGuigan is a partner in Ogletree Deakins’ London office.

This article was co-authored by Leah J. Shepherd, who is a writer in Ogletree Deakins’ Washington, D.C., office.

Follow and Subscribe
LinkedIn | Instagram | Webinars | Podcasts

Quick Hits

• On July 22, 2026, the California Occupational Safety and Health Standards Board released a revised draft workplace violence prevention regulation that clarifies and narrows employer-provided transportation to only include “employer-provided transportation under the employer’s control.”
• The revised draft regulation no longer includes the previous exception to “Threat of Violence” that provided “The employer is not responsible for texts, electronic messages, or personal social media that are not brought to the attention of the employer or that the employer could not otherwise be reasonably aware of.”
• The new draft states that an employee assistance program would satisfy the requirement to offer or make available individual trauma counseling.

The draft regulation would continue to require a workplace violence prevention plan with:

1. the name or job title of the person responsible for the plan;
2. procedures for active involvement of employees in developing and implementing the plan;
3. coordination of the plan with other employers at their worksites;
4. procedures to respond to reports of workplace violence;
5. compliance procedures;
6. communications methodologies for the plan, including reporting workplace violence and communicating investigation results;
7. procedures for responding to emergencies;
8. training procedures;
9. procedures for identifying and evaluating workplace violence hazards;
10. methodology for correcting workplace violence hazards;
11. post-incident response procedures and investigation actions; and
12. procedures for review and evaluation of the workplace violence prevention plan.

The draft regulation clarifies and narrows employer-provided transportation to only include “employer-provided transportation under the employer’s control.”

The draft regulation clarifies the “work practice controls” example related to staffing levels. Now, appropriate staffing levels would be “based on the employer’s workplace violence hazard assessment” required under the employer’s plan.

The Standards Board added feasibility language to the section on engineering and work practice controls.

The Standards Board also removed the reference to stalking as a workplace violence hazard. According to the materials, stalking will be listed in a future California Occupational Safety and Health Administration (Cal/OSHA) guidance document along with other examples of workplace violence.

The section that would require employers to offer or make available individual trauma counseling remains despite many employer concerns. The new draft states that an employee assistance program would satisfy the requirement to offer counseling.

The Standards Board will accept comments through August 17, 2026, and then provide a final version for the notice and subsequent vote. A vote approving the final draft standard is expected for the fall or winter with an implementation date of January 1, 2027.

Follow and Subscribe
LinkedIn | Instagram | Webinars | Podcasts

Quick Hits

• On August 3, 2026, the State Department published a final rule, effective immediately, that establishes a permanent visa bond program.
• The rule allows consular officers to require certain B-1/B-2 visa applicants from designated countries to post bonds of $10,000, $15,000, or $20,000 based on an applicant’s individual circumstances.
• A visa bond may be forfeited if the visa holder violates the bond’s terms and conditions, including by overstaying or seeking asylum or other humanitarian protection while in the United States.

Under the program, which takes effect immediately, consular officers may require applicants who are nationals of designated countries to post a cash bond of up to $20,000 as a condition of visa issuance to help ensure they maintain nonimmigrant status and depart the United States as required.

Background

The final rule permanently establishes the visa bond program that was piloted in August 2025 pursuant to Executive Order 14159, Protecting the American People Against Invasion. According to the State Department, the pilot program was intended to encourage foreign governments to reduce visa overstay rates, improve information sharing, and strengthen identity verification and screening practices.

The department reported that the pilot program covered fifty countries and significantly reduced overstays among travelers who posted visa bonds. Based on those results, the department concluded that the program was an effective tool for promoting compliance with the terms of B-1/B-2 visas.

Covered Countries

The program applies to B-1/B-2 visa applicants who are nationals of countries designated by the State Department based on factors such as visa overstay rates, information-sharing practices, identity verification, and screening and vetting capabilities. Countries participating in the visa waiver program are excluded.

Visa Issuance and Bond Requirements

If the required bond is posted and the applicant is otherwise eligible, a consular officer may issue a single- or multiple-entry visa valid for three to twelve months, depending on visa reciprocity. Bonded travelers must enter and depart the United States through commercial airports of entry, including U.S. Customs and Border Protection (CBP) preclearance locations.

Bond amounts will be returned if the visa holder complies with the terms of the visa and bond. However, the full bond amount will be forfeited if the individual substantially violates the bond conditions, including by overstaying the authorized period of admission or filing for asylum or other humanitarian protection. Although a timely request for an extension of stay or change of status is not itself a bond violation, U.S. Citizenship and Immigration Services (USCIS) may consider the existence of a visa bond as a negative discretionary factor when adjudicating those requests.

The rule does not establish a formal process for requesting a waiver of the bond requirement. However, the assistant secretary for consular affairs, or a designee, may waive the requirement for an individual applicant, a category of applicants, or an entire country if doing so would not be contrary to the national interest.

Ogletree Deakins’ Immigration Practice Group will continue to monitor developments and will post updates on the Immigration blog as additional information becomes available.

Follow and Subscribe
LinkedIn | Instagram | Webinars | Podcasts

Quick Hits

• A government contractor code of business ethics and conduct addresses risks and compliance obligations specific to government work such as procurement integrity, accurate billing, conflicts of interest, mandatory inspector general (IG) disclosure.
• Although the code is mandatory for contracts and subcontracts over $7.5 million with performance periods exceeding 120 days, the FAR recommends one for all contractors.
• A general corporate ethics policy may not cover these government-specific topics. The two documents serve different purposes, potentially leaving the company exposed to significant compliance risks.
• If an instance of noncompliance occurs in performance of a government contract or subcontract, having a code in place can help mitigate significant penalties; DOJ and the U.S. Sentencing Guidelines treat a functioning compliance program as a factor in their assessment.

Most companies already have a general ethics or compliance policy covering topics like workplace harassment, data privacy, and insider trading. But those policies may not address government-specific risk areas. Companies may assume their existing ethics program covers government contracting conduct, when in practice it does not. This article explains what a government contractor code of business ethics and conduct is, where it comes from in the Federal Acquisition Regulation (FAR), and why companies increasingly maintain one as a matter of good governance.

What the Code Is and Where It Comes From

The code is a written set of standards governing ethical conduct in connection with government contract performance. It is paired with an awareness and compliance program (training, reporting mechanisms, monitoring) and an internal control system. Together, these form the compliance infrastructure the government expects from its contractors. The substantive policy on contractor ethics lives in FAR Subpart 3, titled “Improper Business Practices and Personal Conflicts of Interest,” specifically in Subpart 3.10. This is where the government articulates what it expects from contractors and subcontractors in terms of ethics programs. Separately, FAR Part 52 contains the actual contract clauses that get incorporated into government contracts. The clause in FAR 52.203-13, “Contractor Code of Business Ethics and Conduct,” is the mechanism that implements the Part 3 policy as a binding contract term. When a contractor sees this clause in its contract or subcontract, it is the regulatory expectation from Subpart 3.10 taking effect as a contractual obligation.

The code becomes a mandatory contract or subcontract requirement when a contract or subcontract is expected to exceed $7.5 million and has a performance period of more than 120 days. There are limited exceptions for certain commercial product or service contracts and contracts performed entirely outside the United States. When the clause applies, the company must have a written code in place within thirty days of award. Below that threshold, the FAR still recommends a code as a best practice for all companies performing government work. Specifically, FAR 3.1002 mandates that “[g]overnment contractors must conduct themselves with the highest degree of integrity and honesty,” and they “should have a written code of business ethics and conduct.” The regulation further advises that, “[t]o promote compliance with such code of business ethics and conduct, contractors should have an employee business ethics and compliance training program and an internal control system” that is “suitable to the size of the company and extent of its” federal contract portfolio. The recommendations reflect the reality that the underlying compliance risks unique to the federal marketplace exist on government contracts or subcontracts of any size.

How This Differs From a General Corporate Ethics Policy

Many companies already maintain a general code of ethics or corporate compliance policy. While valuable, these policies serve a different purpose. A general ethics policy typically addresses broad workplace topics: anti-harassment, workplace safety, data privacy, insider trading, and general anti-corruption. These are designed for companywide application across all business lines.

The FAR-driven code has a narrower focus. It addresses risk areas specific to government contracting: accurate representations in proposals and invoices, procurement integrity (protecting nonpublic bid and source selection information), anti-bribery and anti-kickback requirements, personal and organizational conflicts of interest, post-government employment restrictions, antitrust and fair competition rules, government cost accounting and timekeeping accuracy, protection of government property and data, and the mandatory IG disclosure obligation.

A general ethics policy may not address procurement integrity, organizational conflicts of interest, government cost accounting rules, or a disclosure obligation to a federal inspector general. These are distinct, specific regulatory areas that require their own treatment.

Why Companies Adopt a Code Voluntarily

Many companies maintain a FAR-compliant code even when their contracts or subcontracts fall below the mandatory threshold. A written code provides employees with clear guidance on the compliance risk areas unique to government contracting and establishes internal reporting channels and creates a framework of documented controls to mitigate that risk. The False Claims Act imposes treble damages plus per-claim penalties and those penalties are assessed per claim rather than as a percentage of contract value. A single inaccurate certification, overbilled invoice, or falsified timesheet on a relatively small contract invokes the same statutory framework as a billing error on a multibillion dollar program. This means that any company submitting claims to the federal government operates within the False Claims Act’s reach, regardless of whether its contracts cross the FAR’s dollar threshold for mandatory adoption of a code.

In the event a compliance risk is realized during the performance of a government contract or subcontract the prior adoption of a code can mitigate the consequences to the company. Both the U.S. Sentencing Guidelines for organizations and the U.S. Department of Justice’s (DOJ) Evaluation of Corporate Compliance Programs identify specific hallmarks of an effective compliance program. These include leadership commitment, written standards, a designated compliance officer, training, confidential reporting channels, nonretaliation, monitoring and auditing, and consistent discipline. These are the same programmatic components that FAR 52.203-13 requires. The overlap is by design. Companies that maintain these processes, whether voluntarily or by contractual mandate, are better aligned with the frameworks DOJ uses during charging decisions, sentencing, and suspension or debarment proceedings. Both the Sentencing Guidelines and DOJ’s published guidance apply these expectations without regard to company size or government contract volume.

FAR 52.203-13 defines when a written code becomes a contractual obligation. It does not define when the underlying risks appear or when other regulatory frameworks begin to look for compliance infrastructure. For companies that participate in the government marketplace at any level, a code addressing these specific risk areas represents a straightforward alignment of internal processes with existing regulatory expectations.

Ogletree Deakins’ Government Contracting and Compliance Practice Group will continue to monitor developments and will post updates on the Government Contracting and Compliance blog as additional information becomes available.

Ogletree Deakins has developed a template code of ethics and implementation guidance for federal contractors. To find out more, please contact Joseph E. Ashman or the Ogletree attorney with whom you work.

Follow and Subscribe
LinkedIn | Instagram | Webinars | Podcasts

Quick Hits

• The Third Circuit recently signified a different approach than other circuits in evaluating cases alleging Title IX sex discrimination than do other circuits at the motion to dismiss stage.
• The Third Circuit clarified that the “straightforward pleading standard” it applies to Title IX claims at the motion to dismiss stage is whether the “alleged facts, if true, support a plausible inference that a federally funded college or university discriminated against a person on the basis of sex.” The court’s standard differs from that of other circuit courts that apply doctrinal tests, such as erroneous outcome, selective enforcement, or deliberate indifference.
• The court recognized that its standard required more than the one used by the Second Circuit, which the opinion described as “requiring only facts supporting a minimalplausible inference of discriminatory intent.”

Title IX of the Education Amendments of 1972 prohibits sex discrimination in colleges and universities that receive federal funding.

Applying its “plausible inference standard” in Doe v. Princeton University, the Third Circuit found that the total mix of allegations in the complaint alleged a plausible inference of sex discrimination sufficient to survive a motion to dismiss.

Background on the Case

The lawsuit was brought by a male student, referred to as John Doe, who received a two-year suspension under the university’s disciplinary policy for violations of its Public Safety Policy, after he was accused by two women (a student and her friend who was not a Princeton student) of choking them in March 2023 and April 2023.

Subsequently, Doe filed an internal appeal on the grounds that the disciplinary procedures were not “fair and reasonable,” and the penalty did not “fall within the range of penalties imposed for similar misconduct.” He argued that Princeton’s investigator treated male and female witnesses differently, and that the hearing was improperly rushed. Princeton’s appeal panel denied the appeal.

Then Doe sued Princeton, alleging sex discrimination under Title IX, as well as breach of contract, breach of the implied covenant of good faith and fair dealing, and gross negligence under New Jersey state law. He claimed there was sex-based pressure on Princeton to favor women accusing men of assault. He claimed the university failed to consider testimony from a male student at a different university, who said one of Doe’s accusers also made false choking accusations against him. Doe also argued that, during the hearing, the committee prejudged him as responsible and interpreted all discrepancies and inconsistencies in the accusers’ favor. (In the Title IX context, a respondent can be determined to be responsible, based on an evaluation of all the evidence, using either the preponderance of the evidence or clear and convincing evidence standard. Notwithstanding, until an investigation has concluded, a respondent is presumed not responsible.) One professor on the committee fell asleep during the hearing.

On April 28, 2025, the U.S. District Court for the District of New Jersey dismissed Doe’s claims. It concluded that Doe’s arguments did not show that Princeton’s disciplinary process reflected bias against men. “None of [the] plaintiff’s allegations about the investigation or adjudication support a plausible inference that the university discriminated against him based on sex,” the court stated. It rejected Doe’s arguments that the investigation was unfair and that the university breached his contract by not following its own established procedures for internal investigations and hearings.

Third Circuit’s Ruling

The Third Circuit reversed the district court. Initially, the court observed that Title IX applied to Doe’s claims, even though the university used its public safety policy to assess discipline, rather than its sexual misconduct policy. The court noted that “[u]niversities cannot insulate themselves from Title IX liability by recharacterizing disciplinary complaints that, on their face, indicate the alleged misconduct is of a sexual nature and adjudicating those charges under disciplinary policies with lower procedural protections for respondents.”

The court concluded that the “total mix” of allegations in Doe’s complaint were sufficient to support an inference of sex discrimination, if proven true. “The complaint alleges a series of procedural irregularities—including an imbalanced investigation and hearing, gender-based credibility determinations, and a decision against the weight of the evidence—that are commonly recognized in case law as indicative of gender bias, as well as statements evincing prejudgment by the decision-makers,” it stated. The court held that the same evidence supported Doe’s breach of contract claims.

The court rejected any requirement that plaintiffs use one of the specific doctrinal tests that other circuits have used to classify Title IX theories, including erroneous outcome, selective enforcement, or deliberate indifference. Rather, it ruled that plaintiffs remain “free to characterize their claims however they wish.”

Key Takeaways

This Third Circuit opinion is important in that it sets forth and clarifies the standards for stating sex discrimination claims, regardless of whether underlying discipline was handled under policies prohibiting sexual misconduct or harassment on campus or under other procedures. The Third Circuit recognized the challenge that universities face in balancing the interests of students who report misconduct and those of students accused of misconduct. The court stated that these interests “can coexist when universities employ fair disciplinary procedures to seek truth and accountability.” According to the court, universities must “accommodate both the vital protection of victims’ rights and the essential fairness owed to respondents.”

Whether following Title IX sexual misconduct policies or other disciplinary policies, universities can expect plaintiffs to bring claims alleging sex discrimination under Title IX. Under the Third Circuit’s “plausible inference” standard, such claims may be difficult to dispose of at the motion to dismiss stage.

Title IX is a heavily regulated area, so schools may want to ensure they continuously review and follow both school procedures and regulatory requirements. Conducting a fair investigation and consistently enforcing university policies may reduce the risk of sex discrimination lawsuits. Unbalanced application of disciplinary decisions may create additional liability under Title IX.

Ogletree Deakins’ Higher Education Practice Group will continue to monitor developments and will post updates on the Delaware, Higher Education, New Jersey, Pennsylvania, and Workplace Investigations and Organizational Assessments blogs as additional information becomes available.

Karen Baillie is a shareholder in Ogletree Deakins’ Pittsburgh office.

Stesha A. Emmanuel is a shareholder in Ogletree Deakins’ Boston office and also practices in Rhode Island.

This article was co-authored by Leah J. Shepherd, who is a writer in Ogletree Deakins’ Washington, D.C., office.

Follow and Subscribe
LinkedIn | Instagram | Webinars | Podcasts