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
The Corporate Transparency Act (the “CTA”), a new federal law, went into effect on January 1, 2024 (see our update and summary here). In the weeks since, the Financial Crimes Enforcement Network (“FinCEN”) has continued to...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
The Corporate Transparency Act (the “CTA”), a new federal law, went into effect on January 1, 2024. The CTA requires that certain entities file Beneficial Ownership Information Reports (“BOI Reports”) with the Financial...more
The 2023 United Nations Climate Change Conference (“COP28”) reached a significant development in international climate policy, ending with the “first Global Stocktake” calling for a “transition away from fossil fuels in...more
Corporate sustainability continues to evolve, and keeping pace in 2024 means confronting five big questions. For proponents of ESG (environmental, social & governance), 2023 might have felt like a big setback. Asset...more
1/4/2024
/ Artificial Intelligence ,
Capital Investments ,
Carbon Emissions ,
Corporate Governance ,
Corporate Social Responsibility ,
Environmental Social & Governance (ESG) ,
Federal Trade Commission (FTC) ,
Greenwashing ,
Popular ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Sustainability
Much of the attention on California of late has focused on the passing of two climate-related disclosure laws; namely, the Climate Corporate Data Accountability Act (“CCDAA”) (SB 253) and the Climate-Related Financial Risk...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
Much of the attention on California of late has focused on the passing of two climate-related disclosure laws; namely, the Climate Corporate Data Accountability Act (“CCDAA”) (SB 253) and the Climate-Related Financial Risk...more
On October 25, a panel of the Fifth Circuit Court of Appeals (the “Fifth Circuit”) upheld the Nasdaq board diversity rule in the face of challenges that (among other things) the rule attempted to improperly and...more
11/7/2023
/ Administrative Procedure Act ,
Affirmative Action ,
Board of Directors ,
Diversity ,
Environmental Social & Governance (ESG) ,
Investors ,
Minorities ,
Nasdaq ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Students for Fair Admissions v Harvard College
Join climate bill-sponsor California State Senator Wiener at this V&E and PwC co-hosted CLE program covering what you should know about the new California Climate Disclosure laws....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
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
10/13/2023
/ Artificial Intelligence ,
BlackRock ,
Carbon Emissions ,
Clawbacks ,
Climate Change ,
Corporate Governance ,
Corporate Transparency Act ,
Cybersecurity ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Greenwashing ,
Insider Trading ,
NYSE ,
Private Funds ,
Publicly-Traded Companies ,
Quarterly Report ,
Reporting Requirements ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Task Force on Climate-related Financial Disclosures (TCFD)
As public companies anticipate the Securities and Exchange Commission’s (“SEC”) final climate disclosure rules, which are expected to be released sometime fourth quarter of 2023, California has beaten the federal government...more
As public companies anticipate the Securities and Exchange Commission’s (“SEC”) final climate disclosure rules, which are expected to be released sometime fourth quarter of 2023, California has beaten the federal government...more
9/28/2023
/ California ,
CARB ,
Carbon Emissions ,
Climate Change ,
Corporate Social Responsibility ,
Department of Insurance ,
Disclosure Requirements ,
Greenhouse Gas Emissions ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Task Force on Climate-related Financial Disclosures (TCFD)
Environmental, social, and governance (ESG) considerations are playing an increasingly important role in M&A transactions. In any given deal, however, it can be challenging to assess ESG factors, to perform ESG due diligence,...more
On September 20, 2023, the SEC adopted final amendments to Rule 35d-1 of the Investment Company Act of 1940 (the “Names Rule”). Under the Names Rule, originally adopted in 2001, funds registered under the Investment Company...more
9/26/2023
/ Deceptive Intent ,
Environmental Social & Governance (ESG) ,
Greenwashing ,
Investment Company Act of 1940 ,
New Amendments ,
Recordkeeping Requirements ,
Registered Funds ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Truth in Advertising ,
Unregistered Funds
As part of its Federal Sustainability Plan, the Biden administration has issued a proposed rule that would revise the Federal Acquisition Regulation (“FAR”) to incentivize federal government buyers to prioritize the...more
9/12/2023
/ Biden Administration ,
Comment Period ,
ENERGY STAR Program ,
Environmental Protection Agency (EPA) ,
Federal Acquisition Regulations (FAR) ,
Federal Trade Commission (FTC) ,
Green Guides ,
Omnibus Guidance ,
Policies and Procedures ,
Proposed Rules ,
Sustainability
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
On July 12, 2023, Vinson & Elkins counsel Jon Solorzano, former Senior Director, Legal and Corporate Development for The Clorox Company, joined Pam Cone of Amity Advisory for “ESG: Balancing Priorities at the Leadership...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
In the aftermath of the recent U.S. Supreme Court decision striking down the race-conscious admissions systems of two universities in a six-to-three decision (the “SFFA Decision”), commentators are asking about the impact of...more
7/6/2023
/ Affirmative Action ,
Civil Rights Act ,
College Admissions ,
Diversity ,
Equal Employment Opportunity Commission (EEOC) ,
Equal Protection ,
Fourteenth Amendment ,
SCOTUS ,
Students for Fair Admissions v Harvard College ,
Students for Fair Admissions v University of North Carolina ,
Title VII
Shareholder activism ranks among the toughest tests a company can face. Activists strike often and suddenly, with increasingly sophisticated tactics. A formidable campaign can sink a company’s share price, damage its...more
On March 30, 2023, the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), an organization comprising five private-sector organizations with the goal of helping companies improve their performance by...more
An often-overlooked part of sunny day governance is ensuring investors understand the strategic value each director brings to your board. Meeting the bare statutory requirements of director disclosure does not adequately tell...more