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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.

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).

As we previously discussed and in alignment with the U.S. Treasury Department’s previous announcement, on March 21, 2025, the Financial Crimes Enforcement Network (“FinCEN”) issued an interim final rule that dramatically narrows the reporting requirements for beneficial ownership information (“BOI”) under the Corporate Transparency Act (“CTA”).

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.

Katherine Frank, Robert Kimball, and Christopher Rowley examine the rising appeal of Texas as a jurisdiction for U.S. corporations, comparing it to Delaware’s established dominance in corporate law.

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

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 December 18, 2024, the Department of Justice (the “DOJ”) announced that Tencent Holdings Ltd. (“Tencent”) had removed two directors from the board of Epic Games, Inc. (“Epic”) and relinquished its right to unilaterally appoint directors to Epic’s board going forward.

On December 16, 2024, the California Air Resources Board (“CARB”) released a notice soliciting comments on a number of specific questions to inform its implementation of the Climate Corporate Data Accountability Act (“CCDAA” or “SB 253”) and the Climate-Related Financial Risk Act (“CRFRA” or “SB 261”) (the “Notice”).

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.

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”).