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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 climate-related disclosures by public companies.

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.

In a key development relating to the Corporate Transparency Act (the “CTA”), on March 1, 2024, U.S. District Judge Liles C. Burke of the Northern District of Alabama issued a memorandum opinion and final judgment ruling the CTA unconstitutional on the grounds that it exceeds the Constitution’s limits on Congress’ power.

A Delaware Court of Chancery opinion issued last week calls into question the common practice of corporate boards approving draft merger agreements.Michael Holmes, Craig Zieminski, Jeff Crough, Christina Peterman

After more than three years of regulatory investigation and litigation, Robinhood Financial LLC (“Robinhood”) recently agreed to overhaul its digital engagement practices and pay a $7.5 million fine to settle charges with the Massachusetts Secretary of State Securities Division (the “MA Securities Division”) for violating the Massachusetts Uniform Securities Act, among other things, by employing certain “gamification” features into its phone-application based retail investment platform.

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 pursuant to Rule 14a-8 of the Securities Exchange Act of 1934 (“Rule 14a-8”) and not present the proposal for a vote at its 2024 annual shareholder meeting.

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 laws.

The Corporate Transparency Act (the “CTA”), a new federal law, went into effect on January 1, 2024 (see our update and summary here).

The Corporate Transparency Act (the “CTA”), a new federal law, went into effect on January 1, 2024.

CorpGov hosted a fireside chat at the 2024 ICR Conference with Jon Solorzano, Co-Head of the Environmental, Social and Governance (ESG) Taskforce.

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

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.