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SCOTUS Ruling: Pure Omissions Are Not Actionable Under Rule 10b-5

On April 12, 2024, the U.S. Supreme Court issued an important decision in the case of Macquarie Infrastructure Corp. v. Moab Partners, L.P., No. 22-1165. Justice Sotomayor, writing for a unanimous Court, ruled that “pure...more

Making Waves: The SEC Publishes Final Climate Disclosure Rules

Key Points - On Wednesday, March 6, 2024, the SEC in a 3-2 vote adopted “The Enhancement and Standardization of Climate-Related Disclosures for Investors” (Final Rule). The Final Rule will require public companies to...more

SEC Adopts Final Rules on SPACs, Shell Companies and Projections

The Securities and Exchange Commission (SEC) recently adopted final rules (available here; also see the fact sheet and press release) representing significant changes to  special purpose acquisition companies (SPACs), shell...more

M&A Activity Remains Cool Despite Megadeals Trends in Oil & Gas Series: Part 2 of 5

It seems likely the year ahead will see only a modest rebound in mergers & acquisitions (M&A) activity. Among the challenges that remain for 2024, one challenge to further deal activity is the potential shortage of attractive...more

Pursuing Capital for Growth Trends in Oil & Gas Series: Part 1 of 5

The past year has been broadly characterized as one of limited public market activity and rising interest rates putting a dampener on access to capital. For the oil & gas industry, the volume of debt & equity offerings...more

Trends in Oil & Gas: 2023 and the Year Ahead

The past 12 months have been some of the trickiest to navigate for oil & gas companies in recent memory. Despite high energy prices and record cashflows, there is still uncertainty about what future paths to growth might look...more

Five Ratemaking Takeaways from FERC’s Panhandle Eastern Pipe Line Company, LP Order

On December 16, 2022, the Federal Energy Regulatory Commission (FERC) issued Panhandle Eastern Pipe Line Company, LP, its first opinion and order on an initial decision in a Natural Gas Act (NGA) section 4 general rate case...more

‘Mission Critical’—Revisiting the Board’s Oversight Role After In re: Boeing Co.

Recent rulings in the United States and overseas, coupled with the Securities and Exchange Commission’s (SEC) recently proposed disclosure rules covering climate-risk disclosures, underscore the attention boards of directors...more

SEC Approves New Nasdaq Rules Covering Board Diversity Disclosures

On Friday, August 6, 2021, the U.S. Securities and Exchange Commission (SEC) issued an order (the “Order”) approving certain rule changes proposed by The Nasdaq Stock Market LLC (“Nasdaq”), which will require companies listed...more

2020 Energy Year in Review

Dear Clients and Friends, In 2020, domestic and international energy markets were challenged by a worldwide pandemic and its effect on commodity prices, which accelerated disruptions in supply chains and impacted the...more

Top 10 Topics for Directors in 2021

Welcome to Top 10 Topics in 2021: A Brave New World - The world has changed a lot since our 2020 report. A global pandemic; an ongoing reckoning on race, inequality and social justice; a climate crisis; an economic shock;...more

Nasdaq Proposes New Board Diversity Rules: What This Means for You

Nasdaq has proposed board diversity rules which would require companies to have, or explain why they do not have, at least two diverse directors on their boards and also provide statistical information on board...more

Opportunities & Landmines for Energy Companies Right Now

This episode presents the briefing “Managing the New Reality: Opportunities & Landmines for Energy Companies Right Now,” with Akin Gump corporate partner John Goodgame and financial restructuring partners Sarah Schultz, Ira...more

Federal COVID-19 Economic Relief and Its Impact on the Energy Sector: An Overview

Policy-makers in Washington have deployed a range of actions to help address the economic fallout from the response to the COVID-19 pandemic. While not targeting the energy sector per se, recent actions taken by the Federal...more

Energy Companies Contemplating Repurchase of Discounted Debt Should Carefully Analyze Corporate, Securities Law and Tax...

As the economic turbulence associated with the downturn in commodity prices and the outbreak of COVID-19 continues, many energy companies may find their debt trading at significant discounts. For companies trying to manage...more

Top 10 Topics for Directors in 2020: Executive Summary

Election and Impeachment - The presidential race will garner much of the attention during the 2020 election cycle, but there is fierce competition elsewhere, too. Republicans and Democrats are fighting for both U.S. House...more

SEC Proposes Amendments to Procedures and Ownership and Resubmission Thresholds for Shareholder Proposals Under Rule 14a-8

On November 5, 2019, the Securities and Exchange Commission (SEC) proposed amendments to Securities Exchange Act Rule 14a-8, which requires a public company to include shareholder proposals in the company’s own proxy...more

SEC Proposes Amendments to Rules Governing Proxy Advisors and Proxy Voting Advice

On November 5, 2019, the Securities and Exchange Commission (SEC) proposed amendments to its rules governing proxy solicitations. If adopted in their current form, these proposals could significantly affect interactions...more

It’s OK, Capital Markets Associates, You (Probably) Haven’t Lost a Day to Get to Closing

As we noted in a previous blog, the SEC recently adopted an amendment to Rule 15c6-1(a) to shorten the standard settlement cycle for most broker-dealer transactions from three business days after the trade date (T+3) to two...more

Junior Associates Rejoice: SEC Adopts Rule and Form Amendments to Require Registrants to Hyperlink Exhibits Listed in Filings and...

One of the typical activities for junior associates in performing due diligence for M&A and securities transactions involving public companies is going through the “exhibit list” filed by the public company on its recent...more

SEC Adopts New Rules Requiring Disclosure of Resource Extraction Payments

On June 27, 2016, the Securities and Exchange Commission (SEC) adopted new rules requiring certain producers of oil, natural gas and minerals to publicly disclose information regarding payments to the U.S. federal government,...more

The SEC Speaks in 2016: Division of Corporation Finance Panel

Senior members of the Division of Corporation Finance (“Corp Fin”) of the U.S. Securities and Exchange Commission (SEC) gathered with two former SEC commissioners at the Practising Law Institute’s annual “SEC Speaks”...more

Second Circuit Upholds Sanofi Dismissal Despite Omnicare

In its first published opinion applying the Supreme Court’s landmark ruling in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S. Ct. 1318 (2015), the 2nd Circuit has offered relief to...more

Midstream Acreage Contract Dedications Take a Hit in Bankruptcy

In a hotly anticipated ruling on Tuesday, Judge Chapman followed on her prior pronouncement that she was “inclined” to permit the rejection of certain gathering and processing agreements in the Sabine Oil & Gas chapter 11...more

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