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President Trump Targets State Laws That Burden Energy Production

On April 8, 2025, President Trump issued an Executive Order titled “Protecting American Energy From State Overreach” (the “Executive Order”), which directs the United States Attorney General to identify and halt the...more

Delaware Amendments Provide Clarity on Conflicted Transactions and Books and Records Requests

Delaware amended the Delaware General Corporation Law (the “DGCL”) to create safe harbors for transactions involving directors, officers and controlling stockholders and to limit both the documents subject to and the purposes...more

Federal Climate Change Disclosures No More

In a move that perhaps comes as no surprise, on March 27, 2025, the Securities and Exchange Commission (“SEC” or “the Commission”) issued Press Release 2025-58 announcing it had voted to end its defense of its climate-related...more

What is “Illegal DEI”: Vagueness Partially Sinks President Trump’s Executive Orders on Diversity, Equity and Inclusion

On February 21, 2025, a federal judge issued a nationwide preliminary injunction that partially prevents the Trump administration from enforcing its executive orders on diversity, equity and inclusion (“DEI”). At issue were...more

SEC Issues New Staff Legal Bulletin on Shareholder Proposals and C&DI on Schedule 13G Eligibility

On February 12, 2025, the Division of Corporate Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) issued new guidance on Rule 14a-8 shareholder proposals, which comes one day after the Staff...more

SEC Requests Oral Argument Not to Be Scheduled in the Litigation Challenging the Climate-Related Disclosures Rule

In early March 2024, the U.S. Securities and Exchange Commission (“SEC”) finalized its climate-related disclosures rule (The Enhancement and Standardization of Climate-Related Disclosures for Investors) (the “Final Rule”)....more

Ongoing Legal Battle Over California’s Climate-Related Disclosure Laws: District Court Dismisses Supremacy Clause and...

On February 3, 2025, the U.S. District Court for the Central District of California granted a partial motion to dismiss filed by the California Air Resources Board (“CARB”), dismissing the claims that SB 253 (the Climate...more

DEI in Flux During Annual Reporting and Proxy Filing Season

Companies with forthcoming annual report and proxy statement filings should consult with counsel regarding recent regulatory and legal developments related to diversity, equity and inclusion (“DEI”) initiatives and the...more

President Trump Takes Aim at Affirmative Action and DEI Via Executive Order

On January 21, 2025, President Donald Trump issued an Executive Order titled “Ending Illegal Discrimination and Restoring Merit-Based Opportunity” (the “Executive Order” which significantly impacts not only requirements...more

California Air Resources Board Invites Comments on Climate Disclosure Laws

On December 16, 2024, the California Air Resources Board (“CARB”) released a notice soliciting comments on a number of specific questions to inform its implementation of the Climate Corporate Data Accountability Act (“CCDAA”...more

Fifth Circuit Strikes Down Nasdaq Board Diversity Rules

On December 11, 2024, in a 9-8 ruling along party lines, the U.S. Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) struck down the Nasdaq board diversity rules issued by the U.S. Securities and Exchange Commission...more

California Provides Enforcement Relief on Greenhouse Gas Emissions Law

In an Enforcement Notice released on December 5, 2024, the California Air Resources Board (“CARB”) announced that it will not take enforcement action against companies subject to California’s Climate Corporate Data...more

Fifth Circuit Affirms SEC’s Authority Over Shareholder Proposals

On November 14, 2024, a panel of the U.S. Court of Appeals for the Fifth Circuit affirmed the SEC’s ability to intervene in shareholder proposals under Rule 14a-8 of the Securities Exchange Act of 1934 (“Rule 14a-8...more

SEC Charges Invesco Advisers for Making Misleading ESG Claims

On November 8, 2024, the U.S. Securities and Exchange Commission (“SEC”) announced a settled enforcement action (the “SEC Order”) against Invesco Advisers, Inc. (“Invesco”), an investment advisory firm, for making misleading...more

Ongoing Legal Battle Over California’s Climate-Related Disclosure Laws: District Court Denies Motion for Summary Judgment

On November 5, 2024, the U.S. District Court for the Central District of California denied a motion for summary judgment that sought to declare SB 253 and SB 261 (the “California Climate Laws”) invalid on their face under the...more

V&E Quarterly Securities & ESG Updates - Fall 2024

The first half of 2024 was eventful in the world of environmental, social and governance (“ESG”). Although ESG continued to lose the market tailwinds that have pushed it forward in recent years, regulatory pressures both...more

California Sues Oil Company for Plastics Recycling Claims

On September 23, 2024, the State of California filed a new greenwashing salvo against an oil major by filing a plastics-related lawsuit in the San Francisco County Superior Court. The lawsuit accuses the oil major of...more

SEC Eliminates ESG Task Force

Over the last few months, the U.S. Securities and Exchange Commission (“SEC”) discretely disbanded the Climate and ESG Taskforce (“ESG Task Force”) of its Division of Enforcement. The move follows a wave of recent pushback...more

California Seeks Disgorgement of Oil Profits For Alleged Greenwashing And Climate Deception

In a significant legal maneuver with potentially far-reaching implications, California Attorney General Rob Bonta filed an amended complaint on June 10, 2024, to California’s high-profile lawsuit targeting five of the world’s...more

SEC’s Final Climate-Related Disclosure Rules

After much anticipation, on March 6, 2024, the Securities and Exchange Commission (“SEC” or the “Commission”) released its Final Rule—The Enhancement and Standardization of Climate-Related Disclosures for Investors—mandating...more

Narrowing the Scope: The SEC Finalized its Climate-Related Disclosures Rule - UPDATED March 15 2024

Following a nearly two-year wait, the Securities and Exchange Commission (“SEC” or “Commission”) released its Final Rule—The Enhancement and Standardization of Climate-Related Disclosures for Investors—on March 6, 2024. The...more

Narrowing the Scope: The SEC Finalized its Climate-Related Disclosures Rule

Following a nearly two-year wait, the Securities and Exchange Commission (“SEC” or “Commission”) released its Final Rule—The Enhancement and Standardization of Climate-Related Disclosures for Investors—on March 6, 2024. The...more

Courting Shareholder Proposals: ExxonMobil Sidesteps SEC and Sues to Block Scope 3 Shareholder Proposal - UPDATED February 2, 2024

ExxonMobil (“Exxon”) filed a complaint in the U.S. District Court for the Northern District of Texas on Sunday, January 21, 2024, seeking a declaratory judgment to exclude a shareholder proposal from its proxy statement...more

Business Groups Sue California to Block Climate Disclosure Laws

On January 30, 2024, the U.S. Chamber of Commerce and five co-plaintiffs representing a coalition of business groups filed a lawsuit against the state of California seeking to block the state’s new landmark climate disclosure...more

Courting Shareholder Proposals: ExxonMobil Sidesteps SEC and Sues to Block Scope 3 Shareholder Proposal

ExxonMobil (“Exxon”) filed a complaint in the U.S. District Court for the Northern District of Texas on Sunday, January 21, 2024, seeking a declaratory judgment to exclude a shareholder proposal from its proxy statement...more

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