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On February 27, 2025, the Financial Crimes Enforcement Network (“FinCEN”) announced a suspension of enforcement actions related to the Corporate Transparency Act (“CTA”).

On February 21, 2025, a federal judge issued a nationwide preliminary injunction that partially prevents the Trump administration from enforcing its executive orders on diversity, equity and inclusion (“DEI”).

As we previously discussed, on January 7, 2025, the U.S. District Court for the Eastern District of Texas issued a nationwide injunction delaying the implementation of the Corporate Transparency Act’s (“CTA”) reporting requirements (Smith, et al. v. U.S. Department of the Treasury).

On February 12, 2025, the Division of Corporate Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) issued new guidance on Rule 14a-8 shareholder proposals, which comes one day after the Staff posted new Compliance and Disclosure Interpretations (“C&DI”) in connection with shareholder communications and Schedule 13G eligibility.

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.

In early March 2024, the U.S. Securities and Exchange Commission (“SEC”) finalized its climate-related disclosures rule (The Enhancement and Standardization of Climate-Related Disclosures for Investors) (the “Final Rule”).

On February 3, 2025, the U.S. District Court for the Central District of California granted a partial motion to dismiss filed by the California Air Resources Board (“CARB”), dismissing the claims that SB 253 (the Climate Corporate Data Accountability Act) and SB 261 (the Climate-related Financial Risk Act) (collectively the “California Climate Laws”) violate the Supremacy Clause and limitations on extraterritorial regulation.

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.

On January 23, 2025, the Supreme Court granted the government’s motion to stay a nationwide injunction that was issued by a Texas federal judge in the case Texas Top Cop Shop, Inc. v. McHenry.

On January 7, 2025, Vice Chancellor Glasscock issued a 68-page post-trial decision in Manti Holdings, LLC v. The Carlyle Group Inc., in which he rejected plaintiffs’ claims of breach of fiduciary duty in connection with the sale of Authentix Acquisition Company, Inc. (“Authentix” or the “Company”) to private equity firm Blue Water Energy LLP (“BWE”) in September 2017.

As we previously discussed, on December 5, 2024, the Department of Justice (“DOJ”), representing the Department of the Treasury, submitted a notice of appeal to the U.S. Court of Appeals for the Fifth Circuit, challenging a memorandum opinion and order issued by Judge Mazzant of the U.S. District Court for the Eastern District of Texas.

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.