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 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
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
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
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
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
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
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
1/31/2025
/ Affirmative Action ,
Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Environmental Social & Governance (ESG) ,
Executive Orders ,
Nasdaq ,
Proxy Season ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Trump Administration
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
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
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
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
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
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
11/14/2024
/ Corporate Governance ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
False Statements ,
Greenwashing ,
Investment ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Policies and Procedures ,
Securities and Exchange Commission (SEC)
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
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
10/18/2024
/ Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Federal Trade Commission (FTC) ,
Greenwashing ,
Non-Compete Agreements ,
Proxy Season ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Sustainability
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
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
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
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
3/29/2024
/ Business Development Companies ,
Carbon Emissions ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Final Rules ,
Foreign Issuers ,
Form S-8 ,
MD&A Statements ,
PSLRA ,
Regulation S-K ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
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
3/18/2024
/ Administrative Stay ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Greenhouse Gas Emissions ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Securities and Exchange Commission (SEC)
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
3/8/2024
/ Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Final Rules ,
Greenhouse Gas Emissions ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulation S-X ,
Renewable Energy ,
Securities and Exchange Commission (SEC) ,
Task Force on Climate-related Financial Disclosures (TCFD)
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
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
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