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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”).

V&E Corporate Governance Update

May 7, 2025
Insight
Insight

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 disclosures rules (The Enhancement and Standardization of Climate-Related Disclosures for Investors).

V&E Governance & Sustainability Update

March 28, 2025
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Insight

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 potential impact on disclosures related to such information.

January 31, 2025
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Insight

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 (“SEC”) in August 2021 (the “Rules”), holding that the SEC exceeded its authority in issuing the Rules.

V&E SEC Update

December 13, 2024
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Insight

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 Proposals”).

November 19, 2024
Insight
Insight

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 statements concerning the company-wide percentage of assets under management (“AUM”) that integrated environmental, social and governance (“ESG”) factors in investment decisions.

V&E SEC Update | Published by Law360, November 19, 2024

November 14, 2024
Event Recap
Event Recap
Ramey Layne participated in the Fourth Annual Palm Beach CorpGov Forum, hosted by IPO Edge and CorpGov, on November 13-14.
November 13, 2024
Insight
Insight

In recent months, the Delaware Court of Chancery has decided four significant cases regarding merger agreement earnout provisions.

V&E Securities Litigation Update

October 21, 2024
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Insight

Welcome to Vinson & Elkins’ Securities and ESG Updates.

October 17, 2024
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Insight

On September 16, 2024, the United States Securities and Exchange Commission (“SEC” or the “Commission”) brought charges against Kubient, Inc.’s (“Kubient”) former chairman and chief executive officer (“CEO”) for allegedly fabricating reports that the company had successfully tested its AI-supported software program, causing the company to overstate and misrepresent its revenue in connection with two public stock offerings.

September 26, 2024
Insight
Insight

In a pair of orders issued this month, the U.S. Supreme Court signaled plans to provide further guidance in its upcoming Fall term concerning application of the heightened standard for pleading securities fraud claims mandated by the Private Securities Litigation Reform Act of 1995 (“PSLRA”).

July 1, 2024
Insight
Insight

For more than a decade, the U.S. Securities and Exchange Commission (the “SEC”) has been able to bring enforcement actions in either federal court or the agency’s internal venue.

V&E SEC Update

June 28, 2024