i promise it's not normal to have multibillion dollar handshake deals with the President
media keeps reporting on Nvidia and AMD's deals with Trump as if they exist - but why aren't they filed with the SEC?
Yesterday, I shared my realization that deal-making corporate law firms are intimately connected to the growing number of strange Trump-private industry deals. Today, I want to share another parallel between law firm deals and Trump-private industry deals: I am almost certain that some of them are not actually written agreements. Before I show my work, let me lead with my conclusion.
It seems Nvidia—the largest publicly traded company in America, whose influence in the economy the New York Times recently compared to the Fed itself—entered into a “deal” with the President allowing them to sell chips to China that they did not bother documenting in a written contract or claim is immaterial to shareholders.1 This non-filed deal was picked up by a number of credible news sources and reported on as if it was real, a few weeks before their Q2 earnings were released. Those earnings come out this afternoon.
Let’s get into it.
Until this spring, I worked at deal-cutting law firm Skadden Arps as a finance associate, two and a half years I sometimes jokingly refer to as the champagne socialist version of salting. I went to Skadden to make some money coming out of law school, but I selected a corporate practice in large part because I genuinely wanted to learn how private industry works. We need more systems-critical people to understand how the systems work.2
Nvidia and AMD are two publicly traded companies that make, among other things, AI chips. There are certain export controls on these chips to China because of security concerns, so you need special licenses to sell them there. When Trump re-took office, he banned the sale of these chips to China entirely.3 Nvidia’s CEO, Jensen Huang, spent some time at the White House and, on August 10, the New York Times broke that Trump and Nvidia had agreed that Nvidia and AMD would be able to sell their chips to China, but would pay in exchange for 15% of the profits. News sources discussed what had been agreed to “under the agreement.” Trump started issuing the export licenses necessary for Nvidia and AMD to sell their chips abroad, so it certainly seemed a deal was reached.
So why can’t I find one?
Publicly traded companies have four business days after entry into a “materially definitive agreement” not made in the ordinary course of business to file an 8-K form with the SEC. That filing has to attach the agreement in full. When Intel sold 10% of the company to Trump last week, I went and read the agreement, because I was curious what it said. It was already filed, as I knew it would be after seeing my former coworkers in our capital markets practice group work 20 hour days to get SEC filings prepared. And so, as I dug more into these deals, I wanted to read the Nvidia and AMD deals as well.
Unfortunately, the only 8-K filed by either company since August 10 is an 8-K from AMD announcing the departure of their Chief Accounting Officer, on August 22. Don’t worry, “[h]is resignation is not the result of any dispute or disagreement with AMD, including with respect to any matters relating to AMD’s accounting practices or financial reporting.”4
This means one of three things. (1) Nvidia and AMD both missed their filing deadlines to paper this deal by over a week. (2) Nvidia and AMD both take the posture that the deals are not materially definitive agreements, despite Nvidia’s CEO personally lobbying for the deal and it breaking in the New York Times. Or (3) Nvidia and AMD do not have written deals with the President documenting the arrangement breathlessly covered in major news sources. No matter the cause, this means neither the media breathlessly reporting on the deal nor the public can verify to whom the 15% payments are promised or any other terms of the agreement.
I have much to editorialize about, but I want to get this out before close of markets, so I leave you here. Stay tuned, consider subscribing, and oh my god—stay angry.
I’ve updated to add this second possibility shortly after sending because discussion with friends has convinced me that they’re equally likely to be taking the position that these deals are immaterial in the context of their broader revenue, despite their very obvious major impact on market perception of the company broadly. This is a stance you take to avoid publicly filing the documents, and where companies violate this materiality threshold it is…enforced by the SEC.
Though of course, none of this is legal advice.
If you want more than this, you’re going to have to find someone systems-critical who understands chips.
This is pretty standard language, but I couldn’t pass it up.
Rachel,
You are raising important questions. Your energy and actions are admirable.
I wonder whether the stalwarts of reporting about such matters are writing about these matters, I have in mind.
Securities Regulation Journals (e.g., The Harvard Law School Forum on Corporate Governance, The Yale Journal on Regulation): to analyze disclosure obligations and transparency standards.
Specialist Tech & Trade Law Outlets (e.g., Lawfare, TradeLawBlog, Brookings TechTank): to dissect the interplay between export controls, national security, and trade law.
Business & Financial Press with Regulatory Focus (e.g., The Wall Street Journal – Risk & Compliance, Bloomberg Law): to monitor whether Nvidia or AMD will submit forms like Form 8-K or ask for clarification from the SEC.
There are state regulatory (as opposed to federal) bodies that should have some interest in the financial protection and tax consequences of these and other activities that you are admirably following and informing the public about.
In addition, there us much for state level officials to concern themselves with. Consider: 1. Leading States of Incorporation
Delaware – By far the most common incorporation state in the U.S. Over 60% of Fortune 500 companies are incorporated here.
Governor: Bethany Hall-Long (D, since 2025)
Attorney General: Kathy Jennings (D, since 2019)
City-Level: Wilmington’s City Solicitor handles municipal legal issues, though securities are state-enforced.
Nevada – Popular for privacy protections and relatively management-friendly laws.
Governor: Joe Lombardo (R)
Attorney General: Aaron Ford (D, since 2019)
City-Level: Las Vegas City Attorney is the senior municipal legal official, but state AG oversees securities law.
Wyoming – Known for low costs, anonymity protections, and tax advantages.
Governor: Mark Gordon (R)
Attorney General: Keith Kautz (R, appointed July 2025)
City-Level: In Cheyenne and other cities, city attorneys are senior local officials; securities fall under state purview.
New York – While not the leading incorporation state, New York houses many financial headquarters.
Governor: Kathy Hochul (D)
Attorney General: Letitia James (D, since 2019)
City-Level: New York City Corporation Counsel is the top city attorney, but securities enforcement is primarily state-driven.
California – A significant home for large corporations and headquarters.
Governor: Gavin Newsom (D)
Attorney General: Rob Bonta (D, since 2021)
City-Level: Los Angeles City Attorney and San Francisco City Attorney are senior local officials, though securities oversight remains at the state level.
Texas – Important incorporation state and headquarters hub for energy, tech, and financial services.
Governor: Greg Abbott (R)
Attorney General: Ken Paxton (R, since 2015)
City-Level: Houston City Attorney handles major local matters; securities regulated by state AG and Texas Securities Board.
Florida – Significant for corporate registrations and financial institutions.
Governor: Ron DeSantis (R)
Attorney General: James Uthmeier (R, appointed Feb 2025)
City-Level: Miami City Attorney is senior locally, but securities oversight rests with the state.
2. Laws and Regulations Governing Securities and Related Investments
At the state level, these are known as “Blue Sky Laws.”
Delaware: Famous for its General Corporation Law (DGCL). Securities enforcement largely federal, but the Delaware Securities Act (6 Del. C. § 73-101 et seq.) prohibits fraud, enforced by the Investor Protection Unit (within AG’s office).
Nevada: Nevada Uniform Securities Act (NRS 90.010 et seq.), administered by the Secretary of State’s Securities Division.
Wyoming: Wyoming Uniform Securities Act (W.S. § 17-4-101 et seq.), enforced by the Secretary of State’s Compliance Division.
New York: Martin Act (Gen. Bus. Law art. 23-A)—one of the strongest securities-fraud statutes in the U.S., aggressively enforced by the Attorney General.
California: California Corporate Securities Law of 1968 (Cal. Corp. Code § 25000 et seq.), enforced by the Department of Financial Protection and Innovation (DFPI).
Texas: Texas Securities Act (Tex. Rev. Civ. Stat. art. 581-1 et seq.), enforced by the Texas State Securities Board and supported by the AG.
Florida: Florida Securities and Investor Protection Act (Fla. Stat. Ch. 517), enforced by the Florida Office of Financial Regulation.
3. Whistleblower Statutes and Qui Tam Opportunities
Federal:
False Claims Act (31 U.S.C. §§ 3729–3733) allows whistleblowers to bring cases involving fraud against the U.S. government.
SEC Whistleblower Program (15 U.S.C. § 78u-6) under Dodd-Frank provides incentives and protections for securities-related disclosures.
State-Level:
Delaware: Delaware False Claims and Reporting Act (6 Del. C. § 1201 et seq.) – permits qui tam suits for fraud against the state; securities-specific actions would be limited.
Nevada: Nevada False Claims Act (NRS 357.010 et seq.) – covers fraud against state/local government.
California: California False Claims Act (Gov. Code § 12650 et seq.) – robust; extends to procurement, healthcare, financial misconduct.
New York: New York False Claims Act (State Finance Law §§ 187–194) – unusually broad, includes tax fraud cases (> $350k), potentially covering certain securities misrepresentations.
Texas, Florida, Wyoming: Offer whistleblower protections for employees and limited false claims statutes, but no broad qui tam authority for securities.
📌 Takeaways
So much work, so little time.
Delaware remains the primary incorporation hub, but Nevada and Wyoming attract corporations with lighter regulation and privacy advantages.
Blue Sky Laws supplement federal securities law, but their scope and enforcement vary; New York (Martin Act) and California stand out for aggressive securities enforcement.
Attorneys General in New York (James) and California (Bonta) wield especially powerful tools. In other states, AGs enforce securities laws more narrowly or through dedicated state boards.
Whistleblower and qui tam laws are strongest in New York and California; these states allow private parties and the AG to pursue wide-ranging financial misconduct, including tax and investment-related fraud.
City-level legal officials (NYC Corporation Counsel, LA City Attorney, Miami City Attorney) may play supporting roles, but state AGs hold the primary enforcement power in securities and corporate regulation.
Tim Noah of the New Republic is also on the case..
https://newrepublic.com/article/199569/trump-intel-deal-also-fascist?utm_source=newsletter&utm_medium=email&utm_campaign=soapbox