On May 14, 2025, Gov. Greg Abbott (R-TX) signed Texas Senate Bill 29 (SB29) into law. This legislation introduces notable amendments to the Texas Business Organizations Code (TBOC) and is part of a broader strategy to...more
In a widely anticipated move, the U.S. Securities and Exchange Commission (SEC) has announced that it will no longer defend the agency’s climate disclosure rule issued during the Biden administration. The disclosure rule...more
3/28/2025
/ Biden Administration ,
Climate Change ,
Corporate Counsel ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Publicly-Traded Companies ,
Regulatory Reform ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
On March 20, 2025, the U.S. Securities and Exchange Commission (SEC) staff issued a set of Compliance & Disclosure Interpretations (C&DIs). In particular, SEC staff revised or withdrew several C&DIs to allow all Form S-3s,...more
On March 12, 2025, the U.S. Securities and Exchange Commission (SEC)’s Division of Corporation Finance (SEC Staff) published new and revised Compliance and Disclosure Interpretations (C&DIs) regarding private offering...more
3/17/2025
/ Accredited Investors ,
Capital Markets ,
Compliance ,
Disclosure Requirements ,
Investment ,
Investors ,
Private Equity Funds ,
Regulation D ,
Safe Harbors ,
Securities Act ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On March 6, 2025, the U.S. Securities and Exchange Commission (SEC) published (1) a revised Compliance and Disclosure Interpretation (C&DI) regarding lock-up agreements in business combinations and (2) five new C&DIs...more
In March 2025, the U.S. Securities and Exchange Commission (SEC) announced that it is expanding the accommodations available for issuers that submit draft registration statements for nonpublic review. The SEC’s Division of...more
Earlier this week, Mark Uyeda, the Acting Chairman of the U.S. Securities and Exchange Commission (SEC), began the process of unwinding that agency’s final climate disclosure rule enacted during the Biden administration. In a...more
On February 11, 2025, Institutional Shareholder Services (ISS) announced that it is suspending the consideration of diversity factors when making voting recommendations for directors at U.S. public companies. ISS’s press...more
2/13/2025
/ Board of Directors ,
Corporate Governance ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Executive Orders ,
Institutional Shareholder Services (ISS) ,
Publicly-Traded Companies ,
Shareholder Meetings ,
Shareholders ,
Trump Administration ,
Voting Rights
As companies begin preparing for the 2025 proxy season, Institutional Shareholder Services Inc. (ISS) and Glass Lewis, the leading providers of corporate governance solutions and proxy advisory services, recently issued...more
As we enter 2025 with a new president in the White House and Republicans in control of both the House and the Senate, we can look forward to a significant shift in the landscape for oil & gas transactions. The second Trump...more
1/16/2025
/ Biden Administration ,
Clean Energy ,
Climate Change ,
Energy Policy ,
Energy Sector ,
Environmental Justice ,
Environmental Policies ,
Federal Trade Commission (FTC) ,
FERC ,
Fossil Fuel ,
Inflation Reduction Act (IRA) ,
Legislative Agendas ,
Natural Gas ,
Oil & Gas ,
Private Equity ,
Renewable Energy ,
Tariffs ,
Trump Administration
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
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
3/12/2024
/ Annual Reports ,
Carbon Emissions ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Financial Statements ,
Greenhouse Gas Emissions ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Transparency
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
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
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
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
12/21/2023
/ Acquisitions ,
Capital Raising ,
Energy Sector ,
FERC ,
Financing ,
Investment ,
Mergers ,
Oil & Gas ,
Private Equity ,
Regulatory Agenda ,
Renewable Energy
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
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
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
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
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
2/11/2021
/ Biden Administration ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Cybersecurity ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Legislative Agendas ,
Remote Working ,
State and Local Government ,
Trade Relations
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
12/4/2020
/ Board of Directors ,
C&DIs ,
Corporate Governance ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Listing Standards ,
Nasdaq ,
Proposed Rules ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
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
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
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