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Our panelists will discuss recent SEC developments that shape—and the practical considerations that inform—the preparation of public companies’ annual reports and annual shareholder meetings.

On September 15, 2025, the SEC’s Division of Corporation Finance issued a no-action concurrence letter to Exxon Mobil Corporation (“Exxon”), confirming that it would not recommend enforcement action if Exxon implements its proposed retail voting program.

Our presenters will provide an overview of the material developments and trends that emerged during the 2025 proxy season with an outlook what we can expect through the rest of the year.

On July 24, 2025, the two largest U.S. proxy advisory firms—Glass, Lewis & Co. (“Glass Lewis”) and Institutional Shareholder Services Inc. (“ISS”)—each separately filed suit against Texas Attorney General Ken Paxton in the U.S. District Court for the Western District of Texas challenging recently enacted Texas Senate Bill 2337 (“SB 2337”).

Corporate boards are no stranger to near-term pressures, but these days the pressures are piling as high as they ever have. Geopolitical tensions and supply-chain disruptions; climate change and technological revolutions; tariff uncertainty, cyberthreats, regulatory upheaval, and more. Each creates risks for companies across industries and market capitalizations. And in keeping with directors’ fiduciary duties, they all demand board time, energy, and focus.

The Delaware Supreme Court’s June 17, 2025 decision in In re Columbia Pipeline Group Merger Litigation reversed a $199 million damages award against TC Energy for aiding and abetting breaches by fiduciaries of Columbia Pipeline Group relating to TC Energy’s acquisition of Columbia Pipeline.

Zachary Swartz outlines how in-house legal teams can proactively guide their companies through today’s heightened economic, geopolitical, and regulatory volatility, offering practical strategies to manage risk, maintain stability, and ensure clear communication amid uncertainty.

In the latest instance of a private equity seller vindicating contractual rights in the Delaware Court of Chancery, on April 30, Vice Chancellor Lori W. Will rejected attempts by minority LLC members in urgent care provider CityMD to avoid the clear terms of their LLC agreement by urging the court to impose fiduciary duty-type obligations on the majority owner and seller, Warburg Pincus, LLC and funds it controls (“WP Investors”).

Welcome to Vinson & Elkins’ Securities and ESG Updates.

Stockholder litigation is on the rise both in volume and notoriety.

In this program, we focused on SEC developments affecting, and practical aspects of preparing for, public companies’ annual meetings and annual reports.