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On May 12, 2025, the Chairman of the Securities and Exchange Commission (the “SEC” or the “Commission”), Paul Atkins, announced his plan to “develop a rational regulatory framework for crypto asset markets” during his keynote address at the Crypto Task Force Roundtable on Tokenization.¹ Under this proposed framework, the SEC will update its regulations to include and accommodate on-chain cryptocurrency in the traditional financial market. The SEC’s new approach to crypto is emblematic of the Trump administration’s goal to make the United States the “crypto capital of the planet,” as the President promised during his 2024 campaign.²

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”).

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).

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”).

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.

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

Welcome to Vinson & Elkins’ Securities and ESG Updates.

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.

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”).

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.

E-Trade was considering banning one of its users Keith Gill, known as Roaring Kitty, after he disclosed a significant stock position on social media. To comment on the issue, Rebecca Fike first appeared on CNBC and addressed the legality of publicly sharing stock holdings when followed by millions, which can have a significant impact on the market.