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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

The U.S. Securities and Exchange Commission (“SEC”) recently issued a press release announcing that it will host a public roundtable on June 26, 2025, to discuss executive compensation disclosure requirements.

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).

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 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”).

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.

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

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

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