On May 14, 2025, Texas Governor Abbott signed Senate Bill 29 (“S.B. 29”) into law, significantly reforming the Texas Business Organizations Code (“TBOC”) to promote Texas as a preferred state of incorporation for both public...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 the United States, companies can incorporate in any state of their choosing, regardless of where the company is headquartered or operates. The corporate law of the selected state will govern the internal affairs of the...more
The Wall Street Journal reported on January 31, 2025, that Meta Platforms Inc. (formerly Facebook) (NASDAQ: META) was considering a change of its state of incorporation from Delaware to Texas. Shortly afterward, the Delaware...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
The Securities and Exchange Commission obtained a victory in a closely-watched trial when a jury found Matthew Panuwat liable for insider trading based on a “shadow trading” theory. The jury’s verdict, as well as increased...more
The SEC announced on November 22, 2023, an order staying its share repurchase disclosure rule pending further SEC action. Companies therefore do not need to comply with the rule’s previous compliance date subject to further...more
On October 10, 2023, the Securities and Exchange Commission (“SEC”) adopted amendments to the rules governing beneficial ownership1 reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the...more
10/17/2023
/ Beneficial Owner ,
Brokers ,
Derivatives ,
Filing Deadlines ,
Investment Adviser ,
New Rules ,
Passive Investments ,
Reporting Requirements ,
Schedule 13D ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On July 26, 2023, the Securities and Exchange Commission (“SEC”) voted to approve final rules governing cybersecurity disclosures of public companies (“Final Rules”). The Final Rules make meaningful changes to the current and...more
Welcome to Vinson & Elkins’ Securities and ESG Updates. Our aim is to provide insights into notable developments in securities reporting and the environmental, social and governance space over the quarter and, where...more
7/13/2023
/ C&DIs ,
Climate Change ,
COSO ,
Cybersecurity ,
Disclosure Requirements ,
Diversity ,
Divestment ,
Environmental Justice ,
Environmental Social & Governance (ESG) ,
Greenwashing ,
Nasdaq ,
No-Action Letters ,
NYSE ,
Proxy Season ,
Repurchases ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Universal Proxy Cards
Final rules to modernize share repurchase disclosure will go into effect for the first periodic report that covers the first full fiscal quarter that begins on or after October 1, 2023. For calendar-year companies, that first...more
In this program, we will focus on SEC developments affecting, and practical aspects of preparing for, public companies’ annual meetings and annual reports, including compensation, shareholder proposals and corporate...more
11/4/2022
/ Annual Meeting ,
Annual Reports ,
Climate Change ,
Compensation ,
Continuing Legal Education ,
Corporate Governance ,
Disclosure Requirements ,
Enforcement ,
Ethics ,
MD&A Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholder Proposals ,
Sustainability ,
Webinars
On September 21, 2022, the Securities and Exchange Commission (“SEC”) announced the settlement of insider trading charges against the CEO of Cheetah Mobile Inc. (“Cheetah”) and the company’s former president....more
A technological error in the online comment portal on sec.gov has prevented the Securities and Exchange Commission (“SEC”) from receiving comments on twelve rule proposals (the “Affected Proposals”), according to a new SEC...more
In this program, we will focus on SEC developments affecting, and practical aspects of preparing for, public companies’ annual meetings and annual reports, including key Environmental, Social and Governance (ESG) themes. We...more
12/23/2021
/ 10b5-1 Plans ,
Annual Meeting ,
Annual Reports ,
Climate Change ,
Continuing Legal Education ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Publicly-Traded Companies ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC) ,
Webinars
As proxy season and the coronavirus pandemic collide over the next few months, travel restrictions, quarantines and health concerns are complicating many public companies’ plans for their annual stockholder meetings. Many...more
As the global incidence of COVID-19 (or coronavirus disease 2019) grows, companies are feeling real effects from what seemed like a hypothetical risk a short time ago. They must quickly evaluate risks to and effects on their...more