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On April 8, 2025, President Trump issued an Executive Order titled “Protecting American Energy From State Overreach” (the “Executive Order”), which directs the United States Attorney General to identify and halt the enforcement of state laws and civil actions that burden energy production and may be preempted by Federal law or are otherwise unconstitutional.

Delaware amended the Delaware General Corporation Law (the “DGCL”) to create safe harbors for transactions involving directors, officers and controlling stockholders and to limit both the documents subject to and the purposes of books and records requests.

V&E lawyers will discuss a potential wave of DEI and ESG investigations, enforcement actions, and lawsuits from the federal government, state attorneys general, and class action lawyers.

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).

The past few years have seen concerted efforts — both domestically and globally — advancing the reporting and disclosure of various climate- and sustainability-related metrics by businesses and investors.

On February 26, 2025, the Supreme Court and all three counsel appearing before it in Ames v. Ohio Department of Youth Services, appeared to walk away in “radical agreement” — as noted by Justice Neil Gorsuch — that a majority-group plaintiff is not required to proffer more evidence of discrimination than a non-majority-group plaintiff in order to state a prima facie claim under Title VII of the Civil Rights Act of 1964.

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”).

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.

CorpGov hosted a fireside chat at the ICR Conference 2025 with Jon Solorzano, Partner and Co-Head of Environmental, Social and Governance (ESG) Taskforce at Vinson & Elkins.

On January 21, 2025, President Donald Trump issued an Executive Order titled “Ending Illegal Discrimination and Restoring Merit-Based Opportunity” (the “Executive Order”), which significantly impacts not only requirements applicable to federal government contractors and subcontractors, but also could lead to private sector investigations or enforcement actions concerning Diversity, Equity, and Inclusion (“DEI”) initiatives — particularly those maintained by larger companies (whether privately held or publicly listed), regardless of whether they contract or subcontract with the government.

Although coined in approximately 2004, the term “ESG” — short for Environmental, Social, and Governance — did not receive widespread adoption until the mid 2010s.