Author Info for Vinson & Elkins LLP

Afzaal Abidi

Beyond Lithium: an AI Test Case

Chris Taufatofua, Partner, Vinson & Elkins, explains how technology innovation to identify alternatives to critical minerals can accelerate the wider energy transition. The accelerating rate of climate change and the consequent…more

Artificial Intelligence, Battery, China, Climate Change, Electric Vehicles

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Steven Abramowitz

SCOTUS in Purdue: Non-Debtor Third-Party Releases Are Not Permitted in Chapter 11 Plans Without Consent

On June 27, 2024, the United States Supreme Court (the “Supreme Court” or “Court”) rendered a 5-4 opinion in Harrington v. Purdue Pharma, L.P. that “the [B]ankruptcy [C]ode does not authorize a release and injunction that, as…more

Bankruptcy Code, Bankruptcy Court, Chapter 11, Fraudulent Marketing, Non-Debtors

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Thomas Aird

Appeals Court Invalidates Key Parts of PHMSA’s 2022 Rulemaking on Natural Gas Safety

In a unanimous opinion, a panel of judges from the United States Court of Appeals for the District of Columbia Circuit (the “D.C. Circuit”) vacated four key aspects from a 2022 rulemaking by the Pipeline and Hazardous Materials…more

ANSI, Appellate Courts, Hazardous Substances, Natural Gas, PHMSA

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Charles Aitchison

Construction Projects In The (Not Quite Yet) Post-Pandemic World

The beginning of 2021 should have marked the dawn of a new era. As the clocks turned past midnight, there was a collective sigh of relief from the world. 2020 was over and life would begin to return to normal. Sadly, the…more

Construction Industry, Construction Project, Coronavirus/COVID-19, OSHA, Personal Protective Equipment

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Alan Alexander

California’s Proposed Aviation Fuel Penalties May Change Aviation Economics and be a Boon for SAF Producers

In a potentially significant development that may impact the economics of aviation, the California Air Resources Board (“CARB”) is proposing a policy, as we previewed in January 2024, to update the state’s Low Carbon Fuel…more

Aviation Industry, California, CARB, Carbon Emissions, Fossil Fuel

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Mary Alexander

Energy Credit Transferability Regulations Finalized

On April 25, 2024, the Department of the Treasury (“Treasury”) and the Internal Revenue Service (the “Service”) issued final regulations (T.D. 9993) (the “Final Transfer Regulations”) regarding the transfer election for certain…more

Energy Tax Incentives, Internal Revenue Code (IRC), Investment Tax Credits, Renewable Energy, Tax Credits

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Phillip Allen

Not Lovin’ It: SEC’s Settlement With McDonald’s Former CEO Highlights Continued Focus on Executive-Related Disclosures

On January 9, 2023, the Securities and Exchange Commission (“SEC”) issued a cease-and-desist order (the “Order”)1 charging McDonald’s Corporation (“McDonald’s”) and its ex-CEO, Stephen Easterbrook, with multiple disclosure…more

Breach of Duty, Cease and Desist Orders, CEOs, Civil Monetary Penalty, Compensation

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Nadine Amr

UK Supreme Court Hands Down a Groundbreaking Decision Requiring The Assessment of “Scope 3” GHG Emissions for a Proposed Oil Development: R (Finch) v Surrey County Council And Others

In a landmark judgment handed down on 20 June 2024, R (Finch) v Surrey County Council and others [2024] UKSC 20, the Supreme Court of the United Kingdom has ruled that “Scope 3” greenhouse gas (GHG) emissions resulting from the…more

Energy Projects, Environmental Impact Report (EIR), Greenhouse Gas Emissions, Greenpeace, Hydrocarbons

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Paige Anderson

Final Transferability Regulations Address REIT Issues

On April 25, 2024, the Department of the Treasury and the Internal Revenue Service issued final regulations (T.D. 9993) (the “Final Transfer Regulations”) regarding the transfer election for certain tax credits by eligible…more

Asset Test, Internal Revenue Code (IRC), Investors, IRS, REIT

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Marisa Antonelli

SCOTUS To Focus on the Securities Fraud Pleading Standard in Two Cases Next Term

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…more

Acquisitions, Appeals, Data-Sharing, Facebook, Form 10-K

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Stephanie Archer

Construction Projects In The (Not Quite Yet) Post-Pandemic World

The beginning of 2021 should have marked the dawn of a new era. As the clocks turned past midnight, there was a collective sigh of relief from the world. 2020 was over and life would begin to return to normal. Sadly, the…more

Construction Industry, Construction Project, Coronavirus/COVID-19, OSHA, Personal Protective Equipment

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Christopher Bacon

Pride in Big Law: A Retrospective

It’s 1990. You’re living in Houston, and about to join Vinson & Elkins as the firm’s first openly gay attorney. Take us into your world then. Well, 1990 feels like ancient history, and for LGBTQ+ lawyers, in many ways it is…more

Diversity, Human Rights, LGBTQ, Mental Health, Professional Development

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Victoria Bahrami

United States Becomes Chair Of The Biofuture Platform Initiative

In June 2021, the United States (“U.S.”) became the chair of the Biofuture Platform Initiative, an initiative of the Clean Energy Ministerial (the “Biofuture Platform”) for a two-year term, taking over the chair position from…more

Biden Administration, Biofuel, Clean Energy, Climate Change, Department of Energy (DOE)

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Caroline Bailey

T+1 Settlement — Revisiting Ongoing ATM Programs

On May 28, 2024, the standard settlement cycle for most broker-dealer transactions was shortened from a two business day settlement period (T+2) to one business day (T+1). Under the T+1 settlement cycle, most securities…more

Broker-Dealer, Capital Raising, Equitable Distribution, Initial Public Offering (IPO), Securities and Exchange Commission (SEC)

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Yasmin Bailey

Case Update: Triple Point Technology Inc v PTT Public Company Ltd [2021] UKSC 29

In a decision welcomed by many practitioners in the United Kingdom and further abroad, the Supreme Court of the United Kingdom recently settled the law on the application of liquidated damages in circumstance where a contract is…more

Contract Termination, Contract Terms, Contractors, Liquidated Damages, Payment Terms

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Rebecca Baker

“No More Non-Competes,” Part Four: Texas Federal District Court Blocks FTC Noncompete Rule on Nationwide Basis

On August 20, 2024, the U.S. District Court for the Northern District of Texas entered a final judgment (“Order”) setting aside, on a nationwide basis, the Federal Trade Commission (“FTC”) final rule (“Rule”) prohibiting…more

Competition, Confidential Information, Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC)

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Dylan Ballard

California’s Top Antitrust Enforcer Promises First Criminal Prosecutions in 25 Years

California Senior Assistant Attorney General Paula Blizzard announced that the California AG’s office will “reinvigorate” its dormant criminal enforcement of the Cartwright Act. For more than a century, California’s principal…more

Antitrust Division, California, Cartwright Act, Department of Justice (DOJ), Enforcement

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Emily Bamesberger

Offside! Federal Judge Overturns FIFA Convictions in Latest Attack on the Federal Honest Services Fraud Statute

Earlier this month, a federal judge vacated two convictions related to the Department of Justice’s (“DOJ”) investigation into corruption in international soccer, widely known as the “FIFA Case.” Despite the jury’s findings that…more

Anti-Corruption, Bribery, Department of Justice (DOJ), Enron, Fédération Internationale de Football Association (FIFA)

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Shelley Barber

[Webinar] Navigating the 2023 Annual Meeting and Reporting Season - November 17th, 9:00 am - 12:00 pm CT

In this program, we will focus on SEC developments affecting, and practical aspects of preparing for, public companies’ annual meetings and annual reports, including compensation, shareholder proposals and corporate governance…more

Annual Meeting, Annual Reports, Climate Change, Compensation, Continuing Legal Education

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William Waid Barfield

Credit Risk Retention in Oil & Gas ‘Securitizations’ of Proven, Developed and Producing (PDP) Wells

The purpose of this White Paper is to provide general guidance to transaction participants and practitioners in their consideration of the application of 17 C.F.R. Part 246, adopted jointly by the Securities and Exchange…more

Capital Requirements Regulation (CRR), Consumer Protection Act, Dodd-Frank, Downstream Agreements, Hydrocarbons

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Andrew Beach

Further Evidence of the Re-Solidification of FERC’s Driftwood Compromise

The Federal Energy Regulatory Commission’s (“FERC” or “Commission”) October 18, 2023 Open Meeting (the “October Open Meeting”) and October 27, 2023 issuance of rehearing of remand orders for the Texas LNG Brownsville LLC and…more

Energy Projects, Energy Sector, FERC, Greenhouse Gas Emissions, Liquid Natural Gas

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Sean Becker

“No More Non-Competes,” Part Four: Texas Federal District Court Blocks FTC Noncompete Rule on Nationwide Basis

On August 20, 2024, the U.S. District Court for the Northern District of Texas entered a final judgment (“Order”) setting aside, on a nationwide basis, the Federal Trade Commission (“FTC”) final rule (“Rule”) prohibiting…more

Competition, Confidential Information, Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC)

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Heather Behrend

The Very Timely PWA Requirements Finalized

On June 18, 2024, the Department of the Treasury (the “Treasury”) and the Internal Revenue Service (the “Service”) issued final regulations (T.D. 9998) (the “Final Regulations”) regarding compliance with the prevailing wage and…more

Apprenticeships, Construction Industry, Contractors, Davis-Bacon Act, Department of Labor (DOL)

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David Berkery

The Role of Ireland in Aviation: From GPA's Legacy to a Sustainable Future

Ireland is the global hub for aircraft leasing and financing, with over 60%1 of the world’s leased aircraft being managed from there, and Dublin being home to more than 30 aircraft leasing companies2. This is thanks in no small…more

Aircraft, Asset-Based Lending, Aviation Industry, Financing, Ireland

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Michael Bielby Jr.

Q1 2024 Sustainable Debt Finance: Trends and Opportunities in an Area of Accelerated Growth

While 2022 showed that the sustainable debt market is not impervious to overall economic slow-down (particularly in the capital markets), 2023 demonstrated its resiliency, even in a high-interest rate market. Notwithstanding…more

Climate Change, Corporate Governance, Debt Financing, Documentation, Environmental Social & Governance (ESG)

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Jo Ann Biggs

NERC Files Revisions to Rules of Procedure Subjecting Certain Unregistered Inverter Based Resources to Mandatory Reliability Standards

On March 19, 2024, the North American Electric Reliability Corporation (“NERC”) asked the Federal Energy Regulatory Commission (“FERC”) to approve revisions to NERC’s Rules of Procedure (“ROP”) that would require certain small…more

Electric Generation Suppliers, Electricity, Energy Sector, FERC, NERC

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Aubrey Bishai

People, Processes, Technology: Fostering a Culture of Innovation

Innovation is a top priority across the business world. Yet businesses seldom approach it in exactly the same way. How does Vinson & Elkins see it? To understand how we think about innovation, it helps to think first about how…more

Artificial Intelligence, Client Services, Confidential Information, Innovation, Innovative Technology

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Alex Bluebond

The Very Timely PWA Requirements Finalized

On June 18, 2024, the Department of the Treasury (the “Treasury”) and the Internal Revenue Service (the “Service”) issued final regulations (T.D. 9998) (the “Final Regulations”) regarding compliance with the prevailing wage and…more

Apprenticeships, Construction Industry, Contractors, Davis-Bacon Act, Department of Labor (DOL)

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Ethan Borrasso

FERC Issues Final Rules on Electric Transmission Planning, Cost Allocation, and Backstop Authority Evaluation Procedures

On May 13, 2024, the Federal Energy Regulatory Commission (“FERC” or “Commission”) established “a new foundation” upon which new electric transmission facilities can be planned, paid for, and built. The Commission did so through…more

Cost Allocation, Department of Energy (DOE), Eminent Domain, Energy Sector, Environmental Justice

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Alexis Boyd

CCS Permitting Roundup: EPA Grants Louisiana Permitting Primacy But Challenges Remain

On December 28, 2023, the U.S. Environmental Protection Agency (“EPA”) granted Louisiana primary enforcement authority (“primacy”) under the federal Safe Drinking Water Act’s (“SDWA”) Underground Injection Control (“UIC”)…more

Carbon Capture and Sequestration, Drinking Water, Environmental Policies, Environmental Protection Agency (EPA), Safe Drinking Water Act

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Allan Bradley

Updated DOJ Guidance on Devices and Ephemeral Messaging

On March 3, 2023, the Department of Justice (“DOJ”) issued long-awaited guidelines on how it will evaluate whether companies have implemented appropriate guidance and controls on the use of personal devices and third-party and…more

Corporate Governance, Cybersecurity, Department of Justice (DOJ), Electronically Stored Information, Email

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Bekah Briggs

Considerations for REITs, their Subsidiaries, and Other Real Estate Companies under the Corporate Transparency Act

The Corporate Transparency Act (the “CTA”), a new federal law, went into effect on January 1, 2024. The CTA requires that certain entities file Beneficial Ownership Information Reports (“BOI Reports”) with the Financial Crimes…more

Beneficial Owner, Corporate Transparency Act, Financial Crimes, FinCEN, Real Estate Investments

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Maddie Brown

IRS Releases Favorable Guidance on the Tax Treatment of Payments to REITs and MLPs for Subsurface Carbon Dioxide Storage

Along with the broader market, real estate investment trusts (“REITs”) and publicly traded partnerships, frequently referred to as master limited partnerships (“MLPs”), have increasingly embraced the principles of environmental,…more

Carbon Capture and Sequestration, Environmental Social & Governance (ESG), IRS, Leases, MLPs

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Markeya Brown

SEC’s Final Climate-Related Disclosure Rules

After much anticipation, on March 6, 2024, the Securities and Exchange Commission (“SEC” or the “Commission”) released its Final Rule—The Enhancement and Standardization of Climate-Related Disclosures for Investors—mandating…more

Business Development Companies, Carbon Emissions, Climate Change, Corporate Governance, Disclosure Requirements

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Nathan Campbell

The New NEPA Regulations: What You Need to Know About the “Significant Effects” the Final Phase 2 Rule Could Have on Permitting and Infrastructure Project

On May 1, 2024, the Council on Environmental Quality (“CEQ”) published the final version of Phase 2 of its National Environmental Policy Act (“NEPA”) rulemaking (“Phase 2 Rule”). The Phase 2 Rule is the culmination of the Biden…more

CEQ, Climate Change, Environmental Assessments, Environmental Justice, Environmental Policies

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Camilo Cardozo

Routes To Relief On Both Sides Of The Atlantic – Frustration And Force Majeure Under US And English Law

COVID-19 presents a unique and, for most parties, unprecedented challenge – a pandemic that has resulted in a global public health crisis and significant restrictions on global trade and labor, the repercussions of which…more

Breach of Contract, Commercial Contracts, Contract Terms, Coronavirus/COVID-19, Corporate Counsel

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Graham Carney

Delaware Court of Chancery Applies Entire Fairness Review in Novel SPAC Lawsuit

A year ago, as the SPAC wave continued to build, we wrote that lawsuits challenging de-SPAC transactions would likely pose a question that had thus far received little attention from courts or commentators: is a de-SPAC…more

Breach of Duty, Entire Fairness Standard, Fiduciary Duty, Overpayment, Shareholder Litigation

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Ryan Carney

IRS, Treasury Look to Challenge So-Called Basis-Shifting Transactions, But It Won’t Be Easy

The Department of the Treasury (“Treasury”) and the Internal Revenue Service (“IRS”) announced the latest chapter in the long-trumpeted enforcement initiative aimed at large partnerships. The guidance, summarized below, focuses…more

Arms Length Transactions, Economic Substance Doctrine, Financial Transactions, IRS, Master Limited Partnerships

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Madelyn Carter

SEC Charges Investment Advisor with ESG Disclosure Violations in Latest Action by ESG Task Force

On May 23, 2022, the Securities and Exchange Commission (“SEC”) charged BNY Mellon Investment Adviser, Inc. (“BNYMIA”) for material misstatements and omissions regarding its consideration of Environmental, Social, and Governance…more

Corporate Counsel, Disclosure Requirements, Environmental Social & Governance (ESG), Investment Adviser, Investment Company Act of 1940

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Christian Cattan

5th Circuit: Section 363(m) Mootness is Alive and Well

On February 20, 2024, the United States Court of Appeals for the Fifth Circuit issued an Opinion, which held that challenges to “integral” aspects of a bankruptcy sale are statutorily moot under Bankruptcy Code § 363(m). In…more

363 Sales, Bankruptcy Code, Bankruptcy Court, Chapter 11, Commercial Bankruptcy

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Corbin Cessna

Re-“Designing” a New Standard: The Federal Circuit Aligns Obviousness Test for Design and Utility Patents

In a considerable shift in the law, the Federal Circuit has discarded the long-standing test for determining whether a design patent is invalid as obvious, in favor of the more flexible obviousness test historically applied to…more

Corporate Counsel, Design Patent, Graham Factors, Obviousness, Patent Litigation

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Alexa Chally

[Hybrid CLE Event] Overview of Key Issues in Technology Services and Licensing Agreements - December 7th, 12:00 pm - 1:00 pm CT

Please join us for our quarterly Technology Series where the Vinson & Elkins team will provide an overview of standard technology agreements…more

Continuing Legal Education, License Agreements, Service Agreements, Technology Sector, Webinars

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Michael Charlson

SCOTUS To Focus on the Securities Fraud Pleading Standard in Two Cases Next Term

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…more

Acquisitions, Appeals, Data-Sharing, Facebook, Form 10-K

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Kilian de Cintré

LNG in Latin America: A Tale of Two Markets

Explore the challenges and opportunities in the LNG sector across Latin America and the Caribbean. Despite substantial gas reserves, the region is a net importer, with issues such as declining production, challenging terrains,…more

Caribbean, Exports, Hydrogen Power, Infrastructure, Investment

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Suzanne Clevenger

Further Evidence of the Re-Solidification of FERC’s Driftwood Compromise

The Federal Energy Regulatory Commission’s (“FERC” or “Commission”) October 18, 2023 Open Meeting (the “October Open Meeting”) and October 27, 2023 issuance of rehearing of remand orders for the Texas LNG Brownsville LLC and…more

Energy Projects, Energy Sector, FERC, Greenhouse Gas Emissions, Liquid Natural Gas

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Stephanie Coco

[Webinar] Traditional Energy in the Energy Transition - May 5th, 12:00 pm - 1:00 pm CT

It is becoming increasingly clear that “traditional” energy companies will play a critical role in the evolving energy transition. In this presentation, we will survey efforts by E&P and midstream companies in reducing the…more

Biofuel, Carbon Capture and Sequestration, Carbon Emissions, Continuing Legal Education, Energy Projects

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Rupert Coldwell

The AUKUS Partnership: What it Means for the Engineering, Construction and Manufacturing Industries in Australia, the UK and the US

The AUKUS pact has geopolitical significance, including with respect to the strategic advantages it may offer Australia’s navy in the Indo-Pacific region, particularly in the South China Sea and Taiwan Strait. Questions have…more

Australia, Construction Industry, Engineering, Manufacturers, UK

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Miguel Colebrook

Oops! . . I Grid It Again: [In]Coherency in UK Energy Transition and Security

In this article, published in Pratt’s Energy Law Report, Miguel Colebrook and Iona Giby* argue for a new framework to understand energy security. This framework prioritizes investment in domestic infrastructure and secure…more

Energy Sector, International Energy Agency (IEA), Investment, Net Zero, Power Grid

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Lauren Collins

Treasury Issues Proposed Regulations on Clean Electricity Low-Income Communities Bonus

On August 30, 2024, the Department of Treasury (the “Treasury”) and the Internal Revenue Service (the “IRS”) issued proposed regulations (the “Proposed Regulations”) providing additional guidance to taxpayers on the “Low-Income…more

Clean Energy, Energy Projects, IRS, Low-Income Issues, Proposed Regulation

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Hayley Cook

Bounty Hunters: SEC Pays Record Amount to Whistleblower

On May 5, 2023, the Securities and Exchange Commission (“SEC”) issued an order (the “Order”)1 providing that it would pay a $279 million award to a whistleblower who assisted with the enforcement of an action by the SEC and two…more

Compliance, Internal Controls, Securities and Exchange Commission (SEC), Whistleblower Awards, Whistleblowers

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S. Gregory Cope

Considerations for REITs, their Subsidiaries, and Other Real Estate Companies under the Corporate Transparency Act

The Corporate Transparency Act (the “CTA”), a new federal law, went into effect on January 1, 2024. The CTA requires that certain entities file Beneficial Ownership Information Reports (“BOI Reports”) with the Financial Crimes…more

Beneficial Owner, Corporate Transparency Act, Financial Crimes, FinCEN, Real Estate Investments

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Kevin Costello

California’s Top Antitrust Enforcer Promises First Criminal Prosecutions in 25 Years

California Senior Assistant Attorney General Paula Blizzard announced that the California AG’s office will “reinvigorate” its dormant criminal enforcement of the Cartwright Act. For more than a century, California’s principal…more

Antitrust Division, California, Cartwright Act, Department of Justice (DOJ), Enforcement

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Andrew Thomas Cox

[Webinar] Employment Law Developments Affecting Technology Companies - January 24th, 12:00 pm - 1:00 pm CT

Please join us for our quarterly Technology Series webinar where the Vinson & Elkins team will be discussing employment law developments affecting technology companies…more

Continuing Legal Education, Employer Liability Issues, Employment Policies, Human Resources Professionals, Labor Regulations

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Sam Cross

Nuclear SMR Powered Data Centres: The Answer to Europe’s Looming Grid Crisis?

The emergence of generative artificial intelligence (AI) is driving a surge in demand for power-hungry data centre capacity in Europe. This demand faces a number of obstacles including grid capacity constraints and an energy mix…more

Artificial Intelligence, Critical Infrastructure Sectors, Data Centers, Energy Efficiency, Energy Sector

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Jeffrey Crough

Everything You Need to Know About Texas’s Business Courts

The newly-adopted Texas Business Courts open in September 2024. These courts will bolster the Texas judicial system by adding an efficient court that specializes in large commercial business disputes…more

Business Court, Business Disputes, Business Entities, Business Litigation, Commercial Court

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David D'Alessandro

SEC Issues Long-Awaited Rule on Clawback of Executive Compensation

On October 26, 2022, the Securities and Exchange Commission (the “SEC”) adopted Rule 10D-1, a rule requiring companies to recover erroneously awarded incentive-based compensation based on mistakes in the companies’ financial…more

Clawbacks, Disclosure Requirements, Dodd-Frank, Executive Compensation, Financial Reporting

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Taylor Daily

Q1 2024 Sustainable Debt Finance: Trends and Opportunities in an Area of Accelerated Growth

While 2022 showed that the sustainable debt market is not impervious to overall economic slow-down (particularly in the capital markets), 2023 demonstrated its resiliency, even in a high-interest rate market. Notwithstanding…more

Climate Change, Corporate Governance, Debt Financing, Documentation, Environmental Social & Governance (ESG)

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Sean Dao

Down to Business: Relevance of Upcoming Regulations on Cross-Border Data Transactions to the Business Community

On February 28, 2024, President Joe Biden issued a landmark Executive Order titled “Preventing Access to Americans’ Bulk Sensitive Personal Data and United States Government-Related Data by Countries of Concern” (the “Order”)…more

Advanced Notice of Proposed Rulemaking (ANPRM), China, Cross-Border, Cybersecurity, Cybersecurity Framework

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Lauren Davies

Building Investor Trust in Hydrogen Projects

The finance sector has a significant role to play in the global transition to net zero, with project financing being a customary means of raising funds in the energy and infrastructure sectors. Originally published in Global…more

Energy Projects, Hydrogen Power, Net Zero, Project Finance, Renewable Energy

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James Dawson

SEC’s Final Climate-Related Disclosure Rules

After much anticipation, on March 6, 2024, the Securities and Exchange Commission (“SEC” or the “Commission”) released its Final Rule—The Enhancement and Standardization of Climate-Related Disclosures for Investors—mandating…more

Business Development Companies, Carbon Emissions, Climate Change, Corporate Governance, Disclosure Requirements

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John Decker

FERC Issues Final Rules on Electric Transmission Planning, Cost Allocation, and Backstop Authority Evaluation Procedures

On May 13, 2024, the Federal Energy Regulatory Commission (“FERC” or “Commission”) established “a new foundation” upon which new electric transmission facilities can be planned, paid for, and built. The Commission did so through…more

Cost Allocation, Department of Energy (DOE), Eminent Domain, Energy Sector, Environmental Justice

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Robert Denby

The Corporate Transparency Act - NSBU v. Yellen

In a key development relating to the Corporate Transparency Act (the “CTA”), on March 1, 2024, U.S. District Judge Liles C. Burke of the Northern District of Alabama issued a memorandum opinion and final judgment ruling the CTA…more

Beneficial Owner, Constitutional Challenges, Corporate Transparency Act, Financial Crimes, FinCEN

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Marie Devereux

Guide to Arbitral Institutions and the Seat of Arbitration in Hong Kong

When parties plan to resolve disputes by arbitration, there are several key considerations regarding procedure. In the second of a multi-part series, we look at two key features to consider when drafting (and applying) your…more

Arbitration, Arbitration Awards, Arbitrators, Hong Kong, Hong Kong International Arbitration Centre (HKIAC)

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Andrew DeVore

FERC Issues Final Rules on Electric Transmission Planning, Cost Allocation, and Backstop Authority Evaluation Procedures

On May 13, 2024, the Federal Energy Regulatory Commission (“FERC” or “Commission”) established “a new foundation” upon which new electric transmission facilities can be planned, paid for, and built. The Commission did so through…more

Cost Allocation, Department of Energy (DOE), Eminent Domain, Energy Sector, Environmental Justice

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Lina Dimachkieh

Inflation Reduction Act of 2022: Corporate Alternative Minimum Tax

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was enacted into law. Among other changes to the Internal Revenue Code of 1986, as amended (the “Code”), the IRA imposes a 15% corporate alternative minimum tax…more

Alternative Minimum Tax, Foreign Tax Credits, GAAP, Inflation Reduction Act (IRA), Internal Revenue Code (IRC)

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Audrey Doane

U.S. Fish and Wildlife Service Streamlines Bald and Golden Eagle Protection Act Permitting for Wind Energy and Power Line Projects

On February 12, 2024, the U.S. Fish and Wildlife Service (USFWS) released its final rule revising its permit regulations for “take” under the Bald and Golden Eagle Protection Act (BGEPA), an overhaul that has been several years…more

Bald and Golden Eagle Protection Act, Energy Sector, Environmental Protection Agency (EPA), Incidental Take Permits, US Fish and Wildlife Service

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Matthew Dobbins

D.C. Circuit Forces EPA to Confront Reality of Economic Impacts of RFS on Small Refiners

On August 14, 2024, the United States Court of Appeals for the District of Columbia Circuit (“D.C. Circuit”) released a redacted copy of its opinion in Sinclair Wyoming Refining Co. LLC v. EPA, in which the D.C. Circuit upended…more

Clean Air Act, Department of Energy (DOE), Environmental Protection Agency (EPA), Refineries, Renewable Energy

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Roberta Downey

Jumping Through (Enforceable) Hoops: The Importance of Certainty in Multi-tier Dispute Resolution Clauses

Contracts in the construction industry often include multi-tiered dispute resolution clauses. These are clauses which set out in an escalating sequence the stages of dispute avoidance and/or alternative dispute resolution…more

Arbitration, Construction Contracts, Construction Industry, Dispute Resolution, FIDIC Contracts

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Michael Dry

[Webinar] Navigating Congressional Investigations: Understanding New Priorities and How to Respond to Congressional Investigations - July 1st, 12:00 pm - 1:00 pm CT

One of the unique, and often overlooked, investigative bodies in Washington, D.C. is the United States Congress. With Representatives and Senators in constant fundraising and re-election cycles and the constant challenge of…more

Congressional Committees, Congressional Investigations & Hearings, Continuing Legal Education, Enforcement, Legislative Agendas

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Leslie Edelstein

Outbound Investments Beware: President Biden Issues Executive Order Regarding U.S. Investments in China

The U.S. Government has long made clear its desire to restrict certain outbound U.S. investments, but it was unclear whether a restriction would come through executive or legislative action. Last week, we received an answer —…more

Advanced Notice of Proposed Rulemaking (ANPRM), Artificial Intelligence, China, Executive Orders, Foreign Investment

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Lawrence Elbaum

No Rest for the Weary: Three Trends to Watch in Shareholder Activism This Fall

Fall is fast approaching, so most major US public companies have held their 2024 annual meetings. But, while temperatures are sure to cool in the coming months, the same can no longer be said for the shareholder activism…more

Board of Directors, Corporate Governance, Environmental Social & Governance (ESG), Investors, Shareholder Activism

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Maggie Eller

Texas Biometrics Case Highlights Need for Consent: Meta Settles for $1.4 Billion

On July 30, 2024, Meta Platforms, Inc. (formerly known as Facebook, Inc.) agreed to pay $1.4 billion to the State of Texas to settle a lawsuit alleging that Meta unlawfully captured and used biometric identifiers of millions of…more

Biometric Information, Biometric Information Privacy Act, Consumer Privacy Rights, Enforcement, Facebook

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Joanna Enns

Non-GAAP Nonsense: SEC Charges DXC Technology with Misleading Non-GAAP Reporting and Deficient Disclosure Controls

On March 14, 2023, the Securities and Exchange Commission (“SEC”) issued a cease-and-desist order (the “Order”)1 and charged DXC Technology Company (“DXC”), an IT company based in Virginia, with violations of Rule 100(b) of…more

Cease and Desist Orders, Civil Monetary Penalty, EBITDA, GAAP, Investors

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Andreina Escobar

World Bank Group’s Watchful Eye: A Reminder of How Minor Ethical Breaches Can Result in Major Problems

While much attention is given to compliance with applicable laws, such as the U.S. Foreign Corrupt Practices Act of 1977, many companies working on projects sponsored by Multi-Lateral Development Banks (“MDBs” or “MDB”) overlook…more

Anti-Corruption, Anti-Fraud Provisions, Bank Service Providers, Bribery, Compliance

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Matthew Etchemendy

Supreme Court Oral Argument in Jarkesy Laser-Focused on Seventh Amendment Trial Right in Agency Civil Penalty Enforcement Actions

On November 29, 2023, the Supreme Court heard oral argument in a critically important administrative law case, Securities and Exchange Commission v. Jarkesy, No. 22-859. This case carries enormous potential consequences for…more

Administrative Law Judge (ALJ), Article II, CFTC, Civil Monetary Penalty, FERC

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Meriwether Evans

Stock Drop Litigation Cases Are On The Rise: Will Your Retirement Plan Be A Target?

Key Takeaways- •Stock price plunges caused by COVID and current market conditions create fertile ground for stockholder litigation, including claims by participants in retirement plans funded with employer securities that…more

Breach of Duty, Corporate Counsel, Employee Benefits, Employee Retirement Income Security Act (ERISA), ESOP

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Briana Falcon

Trademarks as Assets: Selecting or Changing a Mark in the United States

As part of our series on trademarks as critical assets for businesses, this article discusses the importance of selecting and clearing a new or altered trademark for use and registration in the United States. Trademark selection…more

Arbitrary Marks, Business Assets, Fanciful Marks, Generic Marks, Goods or Services

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Matthew Falcone

[Webinar] Traditional Energy in the Energy Transition - May 5th, 12:00 pm - 1:00 pm CT

It is becoming increasingly clear that “traditional” energy companies will play a critical role in the evolving energy transition. In this presentation, we will survey efforts by E&P and midstream companies in reducing the…more

Biofuel, Carbon Capture and Sequestration, Carbon Emissions, Continuing Legal Education, Energy Projects

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Nataly Farag

Reducing Costs of Privilege Review and Privilege Logging

The difficulty of handling privilege disputes can be especially pronounced in cases involving a prolonged discovery period and large corporate defendants with different document custodians. When a party chooses to withhold…more

Attorney-Client Privilege, Discovery, Document Productions, Federal Rules of Civil Procedure, Federal Rules of Evidence

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Palmina Fava

The Supreme Court Strips SEC of Fraud-Fighting Forum, Sparking Debate on Broader Implications for Federal Enforcement

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. Not anymore. On June 27, 2024, the U.S. Supreme…more

Administrative Law Judge (ALJ), Administrative Proceedings, Article III, Civil Monetary Penalty, Enforcement Actions

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Aurra Fellows

World Bank Group’s Watchful Eye: A Reminder of How Minor Ethical Breaches Can Result in Major Problems

While much attention is given to compliance with applicable laws, such as the U.S. Foreign Corrupt Practices Act of 1977, many companies working on projects sponsored by Multi-Lateral Development Banks (“MDBs” or “MDB”) overlook…more

Anti-Corruption, Anti-Fraud Provisions, Bank Service Providers, Bribery, Compliance

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Rebecca Fike

SEC Eliminates ESG Task Force

Over the last few months, the U.S. Securities and Exchange Commission (“SEC”) discretely disbanded the Climate and ESG Taskforce (“ESG Task Force”) of its Division of Enforcement. The move follows a wave of recent pushback…more

Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG), Greenwashing, Investment

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Jason Fleischer

The New NEPA Regulations: What You Need to Know About the “Significant Effects” the Final Phase 2 Rule Could Have on Permitting and Infrastructure Project

On May 1, 2024, the Council on Environmental Quality (“CEQ”) published the final version of Phase 2 of its National Environmental Policy Act (“NEPA”) rulemaking (“Phase 2 Rule”). The Phase 2 Rule is the culmination of the Biden…more

CEQ, Climate Change, Environmental Assessments, Environmental Justice, Environmental Policies

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Bradley Foxman

SCOTUS in Purdue: Non-Debtor Third-Party Releases Are Not Permitted in Chapter 11 Plans Without Consent

On June 27, 2024, the United States Supreme Court (the “Supreme Court” or “Court”) rendered a 5-4 opinion in Harrington v. Purdue Pharma, L.P. that “the [B]ankruptcy [C]ode does not authorize a release and injunction that, as…more

Bankruptcy Code, Bankruptcy Court, Chapter 11, Fraudulent Marketing, Non-Debtors

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Katherine Terrell Frank

Out from the Shadows: The SEC Succeeds on Shadow Insider Trading Theory

The Securities and Exchange Commission obtained a victory in a closely-watched trial when a jury found Matthew Panuwat liable for insider trading based on a “shadow trading” theory. The jury’s verdict, as well as increased SEC…more

Financial Markets, Fraud, Insider Trading, Internal Investigations, Non-Public Information

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Sophie Freelove

When Contractors Become Project Owners: Opportunities, Risks and Conflicts for Japanese Contractors to Consider When Taking Equity in a Project

Japanese heavy-industries companies that typically act as contractors or suppliers on projects are increasingly invited to contribute as equity investors in the projects they construct or supply major equipment to, thereby…more

Conflicts of Interest, Construction Industry, Construction Project, Contract Terms, Contractors

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Keith Fullenweider

Economics of the Energy Transition: Keith Fullenweider on Wharton Business Daily

Vinson & Elkins Chair Keith Fullenweider joined Wharton Business Daily to talk about financing trends in the energy transition, how policymakers influence investments in clean energy, and the impact of artificial intelligence…more

Artificial Intelligence, Clean Energy, Energy Projects, Energy Sector, Investment Opportunities

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Patrick Gadson

No Rest for the Weary: Three Trends to Watch in Shareholder Activism This Fall

Fall is fast approaching, so most major US public companies have held their 2024 annual meetings. But, while temperatures are sure to cool in the coming months, the same can no longer be said for the shareholder activism…more

Board of Directors, Corporate Governance, Environmental Social & Governance (ESG), Investors, Shareholder Activism

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Leslie Gardner Mason

A Texas Appellate Court Defines “Willful Misconduct” In A Model Form JOA In Apache Corp. v. Castex Offshore Inc.

A Texas appellate court recently issued guidance on the meaning of “willful misconduct” in the exculpatory clause of a model form joint operating agreement (“JOA”). The exculpatory clause in many JOAs limits an operator’s…more

Appellate Courts, Gross Negligence, Joint Operating Agreement, Texas, Willful Misconduct

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Dora Georgescu

NCAA Reiterates its Focus on Improper NIL Inducement and Signals Future Shift in NIL Landscape

This year kicked off with several important name, image, and likeness (“NIL”) updates that universities, boosters,1 and NIL Collectives2 would do well to review. Earlier this month, the NCAA Division I Committee on Infractions…more

College Athletes, Compensation, Name and Likeness, NCAA, Recruitment Policies

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George Matthew Gerachis

“The Ball is in Congress’ Court”: U.S. Supreme Court in Corner Post Paves the Way for Challenges to Longstanding Treasury Regulations

In the final decision of the Supreme Court’s term, the Court again considered the Administrative Procedure Act (“APA”). Like earlier decisions this term considering the APA (see here and here), the opinion in Corner Post, Inc…more

Administrative Procedure Act, Chevron Deference, Corner Post Inc v Board of Governors of the Federal Reserve System, Federal Reserve, Interchange Fees

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Michael Gibson

[Hybrid Event] Overview of SAFE Investments - July 11th, 12:00 pm - 1:00 pm CT

Please join us for our new quarterly Technology Series webinar where the Vinson & Elkins team will be giving an overview of SAFE investments…more

Continuing Legal Education, Investment Funds, Investment Management, Investment Opportunities, Investors

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Stephen Gill

[Webinar] The Consolidation Wave – A Continuing Trend with Energy Companies - September 10th, 12:00 pm - 1:00 pm CT

In the energy space, smaller companies are finding it harder to compete on their own and larger companies need more scale to improve operational efficiencies and boost shareholder value leading to many business…more

Acquisitions, Continuing Legal Education, Corporate Governance, Energy Sector, Executive Compensation

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Peter Goetschel

Supreme Court Confirms Retaliatory Intent Is Irrelevant in Proving SOX Retaliation

On February 8, 2024, in its Murray v. UBS Securities, LLC1 opinion, the U.S. Supreme Court unanimously held that a whistleblower pursuing a claim for retaliation under the Sarbanes-Oxley Act of 2002 (“SOX”) does not need to show…more

Adverse Employment Action, Anti-Retaliation Provisions, Employer Liability Issues, Intent, Murray v UBS Securities LLC

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Ilana Gomez

Cooperation and Compliance: Navigating Artificial Intelligence at the Securities Enforcement Forum

On May 23, 2024, the Securities Enforcement Forum West debuted its first-ever panel on the impact of artificial intelligence (“AI”) on securities enforcement, regulation, compliance, and practice, signaling an increased focus on…more

Artificial Intelligence, Department of Justice (DOJ), Enforcement, Enforcement Actions, Greenwashing

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John Grand

Credit Risk Retention in Oil & Gas ‘Securitizations’ of Proven, Developed and Producing (PDP) Wells

The purpose of this White Paper is to provide general guidance to transaction participants and practitioners in their consideration of the application of 17 C.F.R. Part 246, adopted jointly by the Securities and Exchange…more

Capital Requirements Regulation (CRR), Consumer Protection Act, Dodd-Frank, Downstream Agreements, Hydrocarbons

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Christopher Green

Considerations for REITs, their Subsidiaries, and Other Real Estate Companies under the Corporate Transparency Act

The Corporate Transparency Act (the “CTA”), a new federal law, went into effect on January 1, 2024. The CTA requires that certain entities file Beneficial Ownership Information Reports (“BOI Reports”) with the Financial Crimes…more

Beneficial Owner, Corporate Transparency Act, Financial Crimes, FinCEN, Real Estate Investments

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Bess Greenberg

SCOTUS To Focus on the Securities Fraud Pleading Standard in Two Cases Next Term

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…more

Acquisitions, Appeals, Data-Sharing, Facebook, Form 10-K

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Vanessa Griffith

Advance Planning For Furloughs or Layoff

As the consequences of COVID-19 and the economic downturn are being more widely felt, employers are increasingly forced to confront tough choices with respect to reduced schedules, employee furloughs and reductions in force…more

Coronavirus/COVID-19, Employer Liability Issues, Furloughs, Layoffs, Reduction in Hours

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Katherine Drell Grissel

SCOTUS in Purdue: Non-Debtor Third-Party Releases Are Not Permitted in Chapter 11 Plans Without Consent

On June 27, 2024, the United States Supreme Court (the “Supreme Court” or “Court”) rendered a 5-4 opinion in Harrington v. Purdue Pharma, L.P. that “the [B]ankruptcy [C]ode does not authorize a release and injunction that, as…more

Bankruptcy Code, Bankruptcy Court, Chapter 11, Fraudulent Marketing, Non-Debtors

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Eric Groten

Dunes Sagebrush Lizard Listed as Endangered: What it Means for Permian Producers and Frac Sand Availability

On May 20, 2024, the U.S. Fish and Wildlife Service (FWS) issued a final rule listing the dunes sagebrush lizard (“DSL”) as endangered under the Endangered Species Act (“ESA”).1 The change in the DSL listing status, which became…more

Congressional Review Act, Critical Habitat, Endangered Species, Endangered Species Act (ESA), Oil & Gas

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Ben Grunberger-Kirsh

In-person and virtual evidentiary hearings: are hybrid hearings the way forward?

As parties have adapted to the changes brought about by the pandemic, virtual evidentiary hearings have become more popular. We discuss what some say are disadvantages of virtual hearings and consider how these issues might…more

Arbitration, Evidentiary Hearings, Litigation Strategies, Virtual Litigation, Witnesses

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Elena Guillet

Overview of Policy Barriers to Recycling of Critical Raw Materials

With the entering into force of the European Union’s (“EU”) Critical Raw Materials Act (“CRMA”), the memorandum of understanding between the EU and Serbia and the European Bank for Reconstruction and Development (“EBRD”) and…more

Energy Tax Incentives, EU, European Commission, Exploitation, Inflation Reduction Act (IRA)

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Jarrod Gutsa

Bond Calls: The Essential Cocktail of Considerations – Provided Shaken, Not Stirred

Bond markets have been in upheaval recently, with knock-on impacts on decisions on whether to make or defend calls on performance security on construction projects. In the first quarter of this year, we saw the continued impact…more

Bond Markets, Construction Industry, Contractors, EU, Financial Markets

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K. Stancell Haigwood

SEC Approves Final SPAC Rules

On January 24, 2024, the U.S. Securities and Exchange Commission (“SEC”) approved final rules relating to special purpose acquisition companies (“SPACs”). The final rules follow the SEC’s issuance of proposed rules on March 30,…more

Disclosure Requirements, Division of Corporate Finance, Final Rules, Initial Public Offering (IPO), Investment Company Act of 1940

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Nicole Hamill

ESG . . . Meet Finance: Green Bonds And Sustainable Finance

The corporate world continues its embrace of Environmental, Social and Governance (“ESG”) in 2020 like never before. As part of that trend, ESG-type criteria are appearing with increasing prevalence in the bond and loan markets,…more

Environmental Social & Governance (ESG), Green Bonds, Green Finance, Key Performance Indicators (KPIs), Popular

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Jeffrey Han

Critical IP Issues Surrounding the Energy Transition

A host of questions are arising about the intellectual property rights attached to energy transition projects because of enormous investments in the space and the cutting-edge technologies that follow. Energy transition…more

Energy Projects, Enforcement, Incentives, Intellectual Property Protection, Investment

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Ashton Harris

T+1 Settlement — Revisiting Ongoing ATM Programs

On May 28, 2024, the standard settlement cycle for most broker-dealer transactions was shortened from a two business day settlement period (T+2) to one business day (T+1). Under the T+1 settlement cycle, most securities…more

Broker-Dealer, Capital Raising, Equitable Distribution, Initial Public Offering (IPO), Securities and Exchange Commission (SEC)

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Josh Hasler

Agreement on the EU’s AI Act Sets the Stage for Comprehensive Regulations

On December 8, 2023, representatives of the European Council and the European Parliament reached a provisional agreement on the EU’s Artificial Intelligence Act (“AI Act”). Although the final text of the AI Act remains subject…more

Artificial Intelligence, Biometric Information, Cyber Threats, Cybersecurity, Data Privacy

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Paul Heath

SCOTUS in Purdue: Non-Debtor Third-Party Releases Are Not Permitted in Chapter 11 Plans Without Consent

On June 27, 2024, the United States Supreme Court (the “Supreme Court” or “Court”) rendered a 5-4 opinion in Harrington v. Purdue Pharma, L.P. that “the [B]ankruptcy [C]ode does not authorize a release and injunction that, as…more

Bankruptcy Code, Bankruptcy Court, Chapter 11, Fraudulent Marketing, Non-Debtors

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Josh Heideman

The Renewable Fuel Standard

When George W. Bush signed the Energy Policy Act of 2005 and the Energy Independence and Security Act of 2007, ethanol was hardly a household name, even though it had been used as a fuel since the early 1800s. Originally…more

Energy Policy Act, Environmental Protection Agency (EPA), Ethanol, Fuel Standards, Renewable Energy

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Michael Heidler

Invest in Texas: A Powerful Defense of Limited Liability

Chris Popov and Mike Heidler, partners at Vinson & Elkins, talk through a major opinion from the Texas Supreme Court, their role in the case, and what it means for investors in Texas companies…more

Abuse of Discretion, Alter Ego, Appeals, Bankruptcy Court, Corporate Structures

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Ben Higson

UK Supreme Court Hands Down a Groundbreaking Decision Requiring The Assessment of “Scope 3” GHG Emissions for a Proposed Oil Development: R (Finch) v Surrey County Council And Others

In a landmark judgment handed down on 20 June 2024, R (Finch) v Surrey County Council and others [2024] UKSC 20, the Supreme Court of the United Kingdom has ruled that “Scope 3” greenhouse gas (GHG) emissions resulting from the…more

Energy Projects, Environmental Impact Report (EIR), Greenhouse Gas Emissions, Greenpeace, Hydrocarbons

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Margaret Hill

“The Ball is in Congress’ Court”: U.S. Supreme Court in Corner Post Paves the Way for Challenges to Longstanding Treasury Regulations

In the final decision of the Supreme Court’s term, the Court again considered the Administrative Procedure Act (“APA”). Like earlier decisions this term considering the APA (see here and here), the opinion in Corner Post, Inc…more

Administrative Procedure Act, Chevron Deference, Corner Post Inc v Board of Governors of the Federal Reserve System, Federal Reserve, Interchange Fees

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Paul Hill

Oversold and Underdelivered: SEC Charges Former Startup CEO with “AI Washing” Securities Fraud

On June 11, 2024, the United States Securities and Exchange Commission (the “SEC”) charged Illit Raz, the former CEO and founder of the since-shut-down artificial intelligence recruiting startup Joonko Diversity Inc. (“Joonko”),…more

Artificial Intelligence, CEOs, Corporate Governance, Diversity, False Statements

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Michael Holmes

Everything You Need to Know About Texas’s Business Courts

The newly-adopted Texas Business Courts open in September 2024. These courts will bolster the Texas judicial system by adding an efficient court that specializes in large commercial business disputes…more

Business Court, Business Disputes, Business Entities, Business Litigation, Commercial Court

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George Hopkins

D.C. Circuit Forces EPA to Confront Reality of Economic Impacts of RFS on Small Refiners

On August 14, 2024, the United States Court of Appeals for the District of Columbia Circuit (“D.C. Circuit”) released a redacted copy of its opinion in Sinclair Wyoming Refining Co. LLC v. EPA, in which the D.C. Circuit upended…more

Clean Air Act, Department of Energy (DOE), Environmental Protection Agency (EPA), Refineries, Renewable Energy

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W. Matthew Hortenstine

The Corporate Transparency Act - NSBU v. Yellen

In a key development relating to the Corporate Transparency Act (the “CTA”), on March 1, 2024, U.S. District Judge Liles C. Burke of the Northern District of Alabama issued a memorandum opinion and final judgment ruling the CTA…more

Beneficial Owner, Constitutional Challenges, Corporate Transparency Act, Financial Crimes, FinCEN

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Brian Howard II

The Supreme Court Strips SEC of Fraud-Fighting Forum, Sparking Debate on Broader Implications for Federal Enforcement

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. Not anymore. On June 27, 2024, the U.S. Supreme…more

Administrative Law Judge (ALJ), Administrative Proceedings, Article III, Civil Monetary Penalty, Enforcement Actions

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George Howard

SCOTUS in Purdue: Non-Debtor Third-Party Releases Are Not Permitted in Chapter 11 Plans Without Consent

On June 27, 2024, the United States Supreme Court (the “Supreme Court” or “Court”) rendered a 5-4 opinion in Harrington v. Purdue Pharma, L.P. that “the [B]ankruptcy [C]ode does not authorize a release and injunction that, as…more

Bankruptcy Code, Bankruptcy Court, Chapter 11, Fraudulent Marketing, Non-Debtors

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Adam Hudes

Greenwashing and Plastics: Getting Ahead of the Upstream Risks

Consumer packaged goods companies know that sustainability sells. And in their efforts to market their products as sustainable, they’ve long contended with allegations of greenwashing—the practice of claiming their products are…more

Activist, Environmental Policies, Environmental Social & Governance (ESG), Greenhouse Gas Emissions, Greenwashing

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Demi Hueth

Vinson & Elkins Aviation Finance 2023 Recap: Top 5 Headline Events that Shaped the Aviation Industry

As 2023 draws to a close we are taking a moment to recap on some of the headline events that have occurred in the aviation industry during the last 12 months:... 1. A New Aviation CLO Issuance- Alternative Aviation lender…more

Aircraft, Airlines, Aviation Industry, Capital Markets, Collateralized Loan Obligations

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Gary Huffman

“The Ball is in Congress’ Court”: U.S. Supreme Court in Corner Post Paves the Way for Challenges to Longstanding Treasury Regulations

In the final decision of the Supreme Court’s term, the Court again considered the Administrative Procedure Act (“APA”). Like earlier decisions this term considering the APA (see here and here), the opinion in Corner Post, Inc…more

Administrative Procedure Act, Chevron Deference, Corner Post Inc v Board of Governors of the Federal Reserve System, Federal Reserve, Interchange Fees

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Robert Hughes

Implications of a Texas Supreme Court Ruling Confirming Customary Investment Practices for Private Equity Sponsors

On June 23, 2023, the Texas Supreme Court issued a decision embracing the rule that an investor can engage in customary investment practices without becoming liable for torts committed by a portfolio company…more

Investment, Liability, Portfolio Companies, Private Equity, TX Supreme Court

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Regina Ibarra

Stock Drop Litigation Cases Are On The Rise: Will Your Retirement Plan Be A Target?

Key Takeaways- •Stock price plunges caused by COVID and current market conditions create fertile ground for stockholder litigation, including claims by participants in retirement plans funded with employer securities that…more

Breach of Duty, Corporate Counsel, Employee Benefits, Employee Retirement Income Security Act (ERISA), ESOP

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Nabeel Ikram

A New Era in Saudi Law: The Introduction of the Civil Code

The Kingdom of Saudi Arabia has embarked on a significant legal reform with the introduction of its first Civil Transactions Law (the “Civil Code”), which took effect on December 16, 2023. Originally published in Law Middle…more

Civil Code, Commercial Contracts, Contract Negotiations, Contract Terms, Contractual Safeguards

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Stefanie Jackson

SEC Charges Eight Social Media Influencers: Takeaways for Companies and Individuals

On December 14, 2022, the Securities and Exchange Commission (“SEC” or the “Commission”) announced charges against eight social media influencers in a $100 million securities fraud scheme, alleging that they manipulated the…more

Enforcement Actions, Influencers, Market Manipulation, Misrepresentation, Securities and Exchange Commission (SEC)

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Jeffrey Jakubiak

Checkpoints Ahead: Parsing the AI Risk Environment

Since generative AI burst into the mainstream, companies have raced to capitalize on its extraordinary promise. But as with any technological frontier, this promise does not come without risks, and companies can expect to…more

Algorithms, Antitrust Violations, Artificial Intelligence, Competition, Critical Infrastructure Sectors

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Christopher James

The Supreme Court Strips SEC of Fraud-Fighting Forum, Sparking Debate on Broader Implications for Federal Enforcement

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. Not anymore. On June 27, 2024, the U.S. Supreme…more

Administrative Law Judge (ALJ), Administrative Proceedings, Article III, Civil Monetary Penalty, Enforcement Actions

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Meredith Jeanes Lyons

Everything You Need to Know About Texas’s Business Courts

The newly-adopted Texas Business Courts open in September 2024. These courts will bolster the Texas judicial system by adding an efficient court that specializes in large commercial business disputes…more

Business Court, Business Disputes, Business Entities, Business Litigation, Commercial Court

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Lucy Jenkins

Finance in Focus: Fostering a Forward-Thinking Practice

In this edition of V&E+, Vinson & Elkins Partners Caitlin Turner and Lucy Jenkins sit down for a conversation on the firm’s thriving Finance practice, the market trends they’re watching, and the career principles they live by…more

Acquisition Finance, Fundraisers, Lenders, Private Equity, Private Investment Funds

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Niels Jensen

California’s Proposed Aviation Fuel Penalties May Change Aviation Economics and be a Boon for SAF Producers

In a potentially significant development that may impact the economics of aviation, the California Air Resources Board (“CARB”) is proposing a policy, as we previewed in January 2024, to update the state’s Low Carbon Fuel…more

Aviation Industry, California, CARB, Carbon Emissions, Fossil Fuel

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Melissa Jester Spohn

V&E Quarterly Securities & ESG Updates - Summer 2023

Welcome to Vinson & Elkins’ Securities and ESG Updates. Our aim is to provide insights into notable developments in securities reporting and the environmental, social and governance space over the quarter and, where applicable,…more

C&DIs, Climate Change, COSO, Cybersecurity, Disclosure Requirements

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David Johnson

Not So Fast: Congress Doubles Statute of Limitations Period for U.S. Sanctions Violations in Foreign Aid Bill

Following months of delays and intense debate in Congress, President Biden signed H.R. 815 into law on April 24, 2024, which made headlines for funding $95 billion in military aid to Ukraine, Israel, and Taiwan, along with…more

Bureau of Industry and Security (BIS), CFIUS, Department of Justice (DOJ), Economic Sanctions, EU

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Hayley Johnson

Q1 2024 Sustainable Debt Finance: Trends and Opportunities in an Area of Accelerated Growth

While 2022 showed that the sustainable debt market is not impervious to overall economic slow-down (particularly in the capital markets), 2023 demonstrated its resiliency, even in a high-interest rate market. Notwithstanding…more

Climate Change, Corporate Governance, Debt Financing, Documentation, Environmental Social & Governance (ESG)

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Heather Reynolds Johnson

Department Of Labor Tells Plan Fiduciaries To Stay In Their Lane Regarding ESG Investing

On Tuesday, June 23, 2020, the U.S. Department of Labor (the “Department”) proposed a rule intended to “provide clear regulatory guideposts for plan fiduciaries in light of recent trends involving environmental, social and…more

Benefit Plan Sponsors, Department of Labor (DOL), Employee Retirement Income Security Act (ERISA), Environmental Social & Governance (ESG), Fiduciary

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Winnie Johnson

Who’s to Blame: Texas Federal Court Finds Contractual Counterparty Not Liable for Third-Party Wire Transfer Fraud

The facts are an oft-told business email compromise horror story: a hacker interjects themselves into an email discussion of a business deal, changes the wire instructions to their own account, and disappears with the…more

Breach of Contract, Cyber Attacks, Email, Employee Training, Fraudulent Wire Transfers

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Jeffrey Johnston

Texas Biometrics Case Highlights Need for Consent: Meta Settles for $1.4 Billion

On July 30, 2024, Meta Platforms, Inc. (formerly known as Facebook, Inc.) agreed to pay $1.4 billion to the State of Texas to settle a lawsuit alleging that Meta unlawfully captured and used biometric identifiers of millions of…more

Biometric Information, Biometric Information Privacy Act, Consumer Privacy Rights, Enforcement, Facebook

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Randall Johnston

Not So Fast: Congress Doubles Statute of Limitations Period for U.S. Sanctions Violations in Foreign Aid Bill

Following months of delays and intense debate in Congress, President Biden signed H.R. 815 into law on April 24, 2024, which made headlines for funding $95 billion in military aid to Ukraine, Israel, and Taiwan, along with…more

Bureau of Industry and Security (BIS), CFIUS, Department of Justice (DOJ), Economic Sanctions, EU

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Jared Jones

A Modern Power Grid Can Deliver More Than Just Resiliency

Texas has proven that a commitment to market solutions and diverse electrical infrastructure can be a recipe for success. Under the restructuring of the power market and initiatives like the competitive renewable energy zone, we…more

Energy Sector, Fuel Supply, Power Grid, Renewable Energy, Severe Weather

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Stephen Josey

IRS’s Alternative Dispute Resolution Has Room for Improvement

The IRS Independent Office of Appeals has renewed its focus on alternative dispute resolution (ADR). In this article, V&E counsel Stephen Josey examines the ADR program and dives into how the agency can tweak its mediation…more

Dispute Resolution, GAO, IRS, IRS Independent Office of Appeals, Mediators

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Michael Joyce

Power Play: The State of Electric Vehicle Charging Station Finance

Global sales of electric vehicles (“EVs”) more than doubled in 2021 over 2020, from 3 million to 6.6 million, and sales were up 60% in the first quarter of 2022 over the same period in 2021.1 With this explosive growth in the EV…more

Automotive Industry, Capital Markets, Charging Stations, Electric Vehicles, Infrastructure

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Ilham Kabbouri

The Investment Powerhouse

In recent years, the United Arab Emirates (UAE) has significantly ramped up its foreign direct investment (FDI) in Africa, and has emerged as the fourth-largest foreign direct investor on the continent after China, the European…more

Africa, Clean Energy, Dubai, Foreign Direct Investment, Investment

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Lauren Kanzer

SCOTUS in Purdue: Non-Debtor Third-Party Releases Are Not Permitted in Chapter 11 Plans Without Consent

On June 27, 2024, the United States Supreme Court (the “Supreme Court” or “Court”) rendered a 5-4 opinion in Harrington v. Purdue Pharma, L.P. that “the [B]ankruptcy [C]ode does not authorize a release and injunction that, as…more

Bankruptcy Code, Bankruptcy Court, Chapter 11, Fraudulent Marketing, Non-Debtors

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Alexandra (Xara) Kaye

"Supreme Court Rules Most Collateral Warranties Are Not Construction Contracts" in Abbey Healthcare v Simply [2024] UKSC 23

On 9 July 2024, the Supreme Court unanimously held that collateral warranties deriving from or reflective of the primary building contract, and merely promising continued construction, are not generally considered agreements…more

Adjudicatory Process, Appellate Courts, Construction Contracts, Construction Defects, Construction Industry

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Nabil Khodadad

Is the African Mining Sector Ready to Respond to the Opportunities Offered by the Energy Transition?

With the global surge in demand for critical minerals, the security of supply has become paramount. With its vast mineral reserves, Africa is poised to play a leading role in the energy transition. The continent’s potential is…more

Africa, Energy Sector, Environmental Social & Governance (ESG), Inflation Reduction Act (IRA), Investment

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Kim Dalrymple

The Role of Ireland in Aviation: From GPA's Legacy to a Sustainable Future

Ireland is the global hub for aircraft leasing and financing, with over 60%1 of the world’s leased aircraft being managed from there, and Dublin being home to more than 30 aircraft leasing companies2. This is thanks in no small…more

Aircraft, Asset-Based Lending, Aviation Industry, Financing, Ireland

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Robert Kimball

Out from the Shadows: The SEC Succeeds on Shadow Insider Trading Theory

The Securities and Exchange Commission obtained a victory in a closely-watched trial when a jury found Matthew Panuwat liable for insider trading based on a “shadow trading” theory. The jury’s verdict, as well as increased SEC…more

Financial Markets, Fraud, Insider Trading, Internal Investigations, Non-Public Information

See all updates »

Thomas Kirby

AI’s Power Consumption Could Put the Grid — and Energy Regulators — to the Test

The story of artificial intelligence (“AI”) is one of technological promise and societal challenge, and its impact on the U.S. electric power grid is fast becoming a pivotal chapter. The promise is compelling. AI could…more

Artificial Intelligence, Clean Energy, Cybersecurity, Data Centers, Department of Energy (DOE)

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Eric Joseph Klein

[Webinar] Energy Transition: Leveraging Intellectual Property - September 4th, 12:00 pm - 1:00 pm CT

Join Eric Klein and Paige Wright as they speak on “Energy Transition: Leveraging Intellectual Property.” The energy industry is experiencing massive transformation as incentives grow to invest in green technologies. This…more

Continuing Legal Education, Energy Market, Energy Projects, Energy Sector, Green Energy

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Miron Klimkowski

Inflation Reduction Act of 2022: Corporate Alternative Minimum Tax

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was enacted into law. Among other changes to the Internal Revenue Code of 1986, as amended (the “Code”), the IRA imposes a 15% corporate alternative minimum tax…more

Alternative Minimum Tax, Foreign Tax Credits, GAAP, Inflation Reduction Act (IRA), Internal Revenue Code (IRC)

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Dan Komarek

The Corporate Transparency Act - NSBU v. Yellen

In a key development relating to the Corporate Transparency Act (the “CTA”), on March 1, 2024, U.S. District Judge Liles C. Burke of the Northern District of Alabama issued a memorandum opinion and final judgment ruling the CTA…more

Beneficial Owner, Constitutional Challenges, Corporate Transparency Act, Financial Crimes, FinCEN

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Travis Korman

FTC “Prime” Time: Federal Trade Commission and Seventeen State Attorneys General File Antitrust Suit against Amazon for its “Amazon Prime” Seller Conditions

On September 26, 2023, the Federal Trade Commission (“FTC”) and a coalition of seventeen State Attorneys General filed a long-expected suit accusing Amazon of violating federal and state antitrust law. The 172-page complaint…more

Amazon, Antitrust Violations, E-Commerce, Federal Trade Commission (FTC), Monopolization

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Elizabeth Krabill McIntyre

Not So Fast: Congress Doubles Statute of Limitations Period for U.S. Sanctions Violations in Foreign Aid Bill

Following months of delays and intense debate in Congress, President Biden signed H.R. 815 into law on April 24, 2024, which made headlines for funding $95 billion in military aid to Ukraine, Israel, and Taiwan, along with…more

Bureau of Industry and Security (BIS), CFIUS, Department of Justice (DOJ), Economic Sanctions, EU

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Shay Kuperman

[Webinar] Recent Developments in U.S. Offshore Wind Energy - March 4th, 12:00 pm - 1:00 pm CT

The United States has tremendous offshore wind energy resource potential with the ability to provide thousands of highly-skilled jobs and large amounts of renewable energy in close proximity to many of the country’s largest…more

Continuing Legal Education, Energy Projects, Energy Sector, Environmental Review, Jones Act

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Kara Kuritz

“No More Non-Competes,” Part Four: Texas Federal District Court Blocks FTC Noncompete Rule on Nationwide Basis

On August 20, 2024, the U.S. District Court for the Northern District of Texas entered a final judgment (“Order”) setting aside, on a nationwide basis, the Federal Trade Commission (“FTC”) final rule (“Rule”) prohibiting…more

Competition, Confidential Information, Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC)

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Michael Kurzer

Texas Biometrics Case Highlights Need for Consent: Meta Settles for $1.4 Billion

On July 30, 2024, Meta Platforms, Inc. (formerly known as Facebook, Inc.) agreed to pay $1.4 billion to the State of Texas to settle a lawsuit alleging that Meta unlawfully captured and used biometric identifiers of millions of…more

Biometric Information, Biometric Information Privacy Act, Consumer Privacy Rights, Enforcement, Facebook

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E. Ramey Layne

SEC Approves Final SPAC Rules

On January 24, 2024, the U.S. Securities and Exchange Commission (“SEC”) approved final rules relating to special purpose acquisition companies (“SPACs”). The final rules follow the SEC’s issuance of proposed rules on March 30,…more

Disclosure Requirements, Division of Corporate Finance, Final Rules, Initial Public Offering (IPO), Investment Company Act of 1940

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James Leader Jr.

2023 Chemicals & Energy Antitrust Report

For companies in the energy and chemical sectors, the potential for antitrust scrutiny is an ever-present concern. The next round of enforcement inquiries is never further away than the next jump in commodity prices or the next…more

Antitrust Division, Collusion, Competition, Department of Justice (DOJ), Divestiture

See all updates »

Daniel LeBey

Considerations for REITs, their Subsidiaries, and Other Real Estate Companies under the Corporate Transparency Act

The Corporate Transparency Act (the “CTA”), a new federal law, went into effect on January 1, 2024. The CTA requires that certain entities file Beneficial Ownership Information Reports (“BOI Reports”) with the Financial Crimes…more

Beneficial Owner, Corporate Transparency Act, Financial Crimes, FinCEN, Real Estate Investments

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Alex Lee

Charting the Course for Low-Carbon Hydrogen Trade

By 2050, the cost of producing low-carbon hydrogen is expected to be five times higher in the most expensive regions than the least expensive regions, according to the Hydrogen Council. This significant cost gap will require…more

Energy Projects, Energy Sector, EU, European Economic Area (EEA), Financing

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James Lee

Silicon Valley Bank FDIC Takeover

As you may be aware, Silicon Valley Bank (“SVB”), a key lender serving customers and borrowers primarily in the technology industry, was taken over by U.S. regulators on Friday. In a press release, the California Department of…more

Borrowers, Consumer Financial Protection Bureau (CFPB), Deposit Insurance, FDIC, Lenders

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Brenda Lenahan

SEC Approves Final SPAC Rules

On January 24, 2024, the U.S. Securities and Exchange Commission (“SEC”) approved final rules relating to special purpose acquisition companies (“SPACs”). The final rules follow the SEC’s issuance of proposed rules on March 30,…more

Disclosure Requirements, Division of Corporate Finance, Final Rules, Initial Public Offering (IPO), Investment Company Act of 1940

See all updates »

Jordan Leu

Everything You Need to Know About Texas’s Business Courts

The newly-adopted Texas Business Courts open in September 2024. These courts will bolster the Texas judicial system by adding an efficient court that specializes in large commercial business disputes…more

Business Court, Business Disputes, Business Entities, Business Litigation, Commercial Court

See all updates »

Alexandra Lewis

SEC Postpones Effective Date of Share Repurchase Disclosure Rule

The SEC announced on November 22, 2023, an order staying its share repurchase disclosure rule pending further SEC action. Companies therefore do not need to comply with the rule’s previous compliance date subject to further…more

Disclosure Requirements, Form 10-K, Securities and Exchange Commission (SEC), Stays, Stock Repurchases

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Natan Leyva

Inflation Reduction Act of 2022: Corporate Alternative Minimum Tax

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was enacted into law. Among other changes to the Internal Revenue Code of 1986, as amended (the “Code”), the IRA imposes a 15% corporate alternative minimum tax…more

Alternative Minimum Tax, Foreign Tax Credits, GAAP, Inflation Reduction Act (IRA), Internal Revenue Code (IRC)

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Bradley Lindsay

"Supreme Court Rules Most Collateral Warranties Are Not Construction Contracts" in Abbey Healthcare v Simply [2024] UKSC 23

On 9 July 2024, the Supreme Court unanimously held that collateral warranties deriving from or reflective of the primary building contract, and merely promising continued construction, are not generally considered agreements…more

Adjudicatory Process, Appellate Courts, Construction Contracts, Construction Defects, Construction Industry

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Benjamin Lippard

EPA Proposes Rules to Expand its PFAS Authority Under RCRA

On February 8, 2024, the Environmental Protection Agency (EPA) published two proposed rules that would expand its regulatory authority over PFAS: one to list nine PFAS as hazardous constituents subject to the Resource…more

CERCLA, Contamination, Environmental Protection Agency (EPA), EPCRA, Hazardous Substances

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Ben Livni

Treasury Issues Proposed Regulations on 45X Advanced Manufacturing Production Credit

On December 14, 2023, the Department of the Treasury (“Treasury”) and the Internal Revenue Service (“IRS”) issued proposed regulations (the “Proposed Regulations”) providing additional guidance to taxpayers on the advanced…more

Inflation Reduction Act (IRA), Infrastructure, IRS, Manufacturers, Production Tax Credit

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James Lloyd Loftis

Texas Supreme Court Holds that Choosing Rules Clearly and Unmistakably Delegates Arbitrability Decision to Arbitrator, not Courts

The Texas Supreme Court on Friday held that parties’ choice of the AAA Commercial Arbitration Rules, which assign to the arbitrators the power to rule on their jurisdiction, clearly and unmistakably delegates arbitrability…more

American Arbitration Association, Arbitration, Commercial Arbitration, Dispute Resolution, TX Supreme Court

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Madison Lo

California’s Top Antitrust Enforcer Promises First Criminal Prosecutions in 25 Years

California Senior Assistant Attorney General Paula Blizzard announced that the California AG’s office will “reinvigorate” its dormant criminal enforcement of the Cartwright Act. For more than a century, California’s principal…more

Antitrust Division, California, Cartwright Act, Department of Justice (DOJ), Enforcement

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Bryan Loocke

[Webinar] Distressed Upstream Oil and Gas Transactions - December 3rd, 12:00 pm - 1:00 pm CT

This presentation provides a general overview of market changes that have occurred in the upstream oil and gas space in 2020. It further identifies alternative structures for acquiring or divesting distressed upstream oil and…more

363 Sales, Acquisitions, Commercial Bankruptcy, Continuing Legal Education, Distressed Assets

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John Lynch

Inflation Reduction Act of 2022: Corporate Alternative Minimum Tax

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was enacted into law. Among other changes to the Internal Revenue Code of 1986, as amended (the “Code”), the IRA imposes a 15% corporate alternative minimum tax…more

Alternative Minimum Tax, Foreign Tax Credits, GAAP, Inflation Reduction Act (IRA), Internal Revenue Code (IRC)

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Damien Lyster

California’s Proposed Aviation Fuel Penalties May Change Aviation Economics and be a Boon for SAF Producers

In a potentially significant development that may impact the economics of aviation, the California Air Resources Board (“CARB”) is proposing a policy, as we previewed in January 2024, to update the state’s Low Carbon Fuel…more

Aviation Industry, California, CARB, Carbon Emissions, Fossil Fuel

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Maram Mahajna

Related Party Transactions Disclosures in SEC Crosshairs Once Again

The Securities and Exchange Commission (“SEC”) recently brought two enforcement actions against public companies regarding related party transaction (“RPT”) disclosures. The actions against Lyft and Maximus should remind public…more

Best Practices, Corporate Counsel, Disclosure Requirements, Enforcement Actions, Failure To Disclose

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Pranay Malempati

The Corporate Transparency Act - NSBU v. Yellen

In a key development relating to the Corporate Transparency Act (the “CTA”), on March 1, 2024, U.S. District Judge Liles C. Burke of the Northern District of Alabama issued a memorandum opinion and final judgment ruling the CTA…more

Beneficial Owner, Constitutional Challenges, Corporate Transparency Act, Financial Crimes, FinCEN

See all updates »

Joe Mallet

UK Supreme Court Hands Down a Groundbreaking Decision Requiring The Assessment of “Scope 3” GHG Emissions for a Proposed Oil Development: R (Finch) v Surrey County Council And Others

In a landmark judgment handed down on 20 June 2024, R (Finch) v Surrey County Council and others [2024] UKSC 20, the Supreme Court of the United Kingdom has ruled that “Scope 3” greenhouse gas (GHG) emissions resulting from the…more

Energy Projects, Environmental Impact Report (EIR), Greenhouse Gas Emissions, Greenpeace, Hydrocarbons

See all updates »

Christopher Mangin Jr.

[CLE Hybrid Event] Alternative Investments in Commercial Real Estate: Preferred Equity and Mezzanine Debt Instruments - September 19th, New York, NY

Join Vinson & Elkins REIT and Real Estate partners, Brent Abbott, Executive Vice President, Head of Investments, Real Estate Division at Pacolet-Milliken, and Anthony Scavo, Chief Operating Officer at Basis Industrial, as they…more

Alternative Investment Funds, Capital Raising, Commercial Real Estate Market, Continuing Legal Education, Debt Instruments

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Jennifer Mansh

FERC Issues Final Rules on Electric Transmission Planning, Cost Allocation, and Backstop Authority Evaluation Procedures

On May 13, 2024, the Federal Energy Regulatory Commission (“FERC” or “Commission”) established “a new foundation” upon which new electric transmission facilities can be planned, paid for, and built. The Commission did so through…more

Cost Allocation, Department of Energy (DOE), Eminent Domain, Energy Sector, Environmental Justice

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Peter Marshall

Shining A Light On Renewables: What Investors Should Know As The Industry Continues To Ascend

For anyone tracking the future of energy, 2020 is expected to bring a major milestone: Renewables are poised to generate more electricity in the U.S. than coal for the first time over the course of a full year according to the…more

Clean Energy, Coal Industry, Coronavirus/COVID-19, EIA, Energy Projects

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Paul Martin

Real Estate Opportunities in the Energy Transition

Much has been said about the need for countries and companies to build a low-carbon global economy. Multiple estimates of the amount of capital that will be needed to fund the energy transition over the next several decades are…more

Biden Administration, Carbon Capture and Sequestration, Carbon Emissions, Clean Energy, Climate Change

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Jeremy Marwell

[Webinar] Redefining Agency Power: The Impact of the Supreme Court’s Decisions in Jarkesy, Loper Bright, and Corner Post - July 11th, 12:00 pm - 1:30 pm CT

Join attorneys in our appellate, energy regulatory, environmental, tax, securities, and employment practices who will explore how these landmark rulings affect administrative law and practice and what comes next…more

Administrative Law Judge (ALJ), Administrative Procedure Act, Administrative Proceedings, Chevron Deference, Continuing Legal Education

See all updates »

Elizabeth Matthews

Securities Enforcement Forum West: Remarks by Gurbir S. Grewal

Director of the Securities and Exchange Commission’s (“SEC”) Enforcement Division reemphasizes robust enforcement, robust remedies, and robust compliance as key priorities for the rest of 2023, while signaling an upcoming focus…more

Department of Justice (DOJ), Discovery, Enforcement Actions, Private Funds, Recordkeeping Requirements

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Christy Mazzola

[CLE Hybrid Event] Alternative Investments in Commercial Real Estate: Preferred Equity and Mezzanine Debt Instruments - September 19th, New York, NY

Join Vinson & Elkins REIT and Real Estate partners, Brent Abbott, Executive Vice President, Head of Investments, Real Estate Division at Pacolet-Milliken, and Anthony Scavo, Chief Operating Officer at Basis Industrial, as they…more

Alternative Investment Funds, Capital Raising, Commercial Real Estate Market, Continuing Legal Education, Debt Instruments

See all updates »

Michael McCambridge

Mastering Automated Privilege Logging: How Litigants Can Maximize Efficiency and Limit Expense

Privilege logging is one of the most time-consuming, expensive, and contentious components of discovery. Federal Rule of Civil Procedure 26(b)(5)(A), which governs the withholding of privileged material, provides little concrete…more

Artificial Intelligence, Discovery, Document Productions, Electronically Stored Information, Machine Learning

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Sarah McCann

The Role of Ireland in Aviation: From GPA's Legacy to a Sustainable Future

Ireland is the global hub for aircraft leasing and financing, with over 60%1 of the world’s leased aircraft being managed from there, and Dublin being home to more than 30 aircraft leasing companies2. This is thanks in no small…more

Aircraft, Asset-Based Lending, Aviation Industry, Financing, Ireland

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Ruairi McGill

LNG in Latin America: A Tale of Two Markets

Explore the challenges and opportunities in the LNG sector across Latin America and the Caribbean. Despite substantial gas reserves, the region is a net importer, with issues such as declining production, challenging terrains,…more

Caribbean, Exports, Hydrogen Power, Infrastructure, Investment

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James McGovern

The Supreme Court Strips SEC of Fraud-Fighting Forum, Sparking Debate on Broader Implications for Federal Enforcement

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. Not anymore. On June 27, 2024, the U.S. Supreme…more

Administrative Law Judge (ALJ), Administrative Proceedings, Article III, Civil Monetary Penalty, Enforcement Actions

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Jason McIntosh

The Heat Is on for Large Partnership Audits

Large partnerships are facing a sea change in tax enforcement. Beginning with the Large Partnership Compliance program announced in 2021 and its most recent announcement that it intends to “stand up” a group focused on large…more

Artificial Intelligence, Audits, Enforcement, General-Business, Hedge Funds

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Sarah McIntosh

Treasury Issues Proposed Regulations on Clean Electricity Low-Income Communities Bonus

On August 30, 2024, the Department of Treasury (the “Treasury”) and the Internal Revenue Service (the “IRS”) issued proposed regulations (the “Proposed Regulations”) providing additional guidance to taxpayers on the “Low-Income…more

Clean Energy, Energy Projects, IRS, Low-Income Issues, Proposed Regulation

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Douglas McWilliams

[Webinar] The Consolidation Wave – A Continuing Trend with Energy Companies - September 10th, 12:00 pm - 1:00 pm CT

In the energy space, smaller companies are finding it harder to compete on their own and larger companies need more scale to improve operational efficiencies and boost shareholder value leading to many business…more

Acquisitions, Continuing Legal Education, Corporate Governance, Energy Sector, Executive Compensation

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Elias Medina

Section 363(m) Circuit Split Headed for SCOTUS Review

The Supreme Court of the United States granted certiorari on June 27, 2022, to determine whether section 363(m) of the Bankruptcy Code—concerning appellate review of bankruptcy court sale orders—is jurisdictional or only limits…more

Appeals, Bankruptcy Code, Bankruptcy Court, Certiorari, Chapter 11

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Jorge Medina

Treasury Issues Proposed Regulations on Clean Electricity Low-Income Communities Bonus

On August 30, 2024, the Department of Treasury (the “Treasury”) and the Internal Revenue Service (the “IRS”) issued proposed regulations (the “Proposed Regulations”) providing additional guidance to taxpayers on the “Low-Income…more

Clean Energy, Energy Projects, IRS, Low-Income Issues, Proposed Regulation

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Stephen Medlock

“No More Non-Competes,” Part Four: Texas Federal District Court Blocks FTC Noncompete Rule on Nationwide Basis

On August 20, 2024, the U.S. District Court for the Northern District of Texas entered a final judgment (“Order”) setting aside, on a nationwide basis, the Federal Trade Commission (“FTC”) final rule (“Rule”) prohibiting…more

Competition, Confidential Information, Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC)

See all updates »

Paige Melton

IRS Releases Final Regulations Impacting FIRPTA Exemption for Domestically Controlled REITs

On April 24, 2024, the Treasury Department (“Treasury”) and the Internal Revenue Service (IRS) released final regulations (“Final Regulations”) under Section 897 of the Internal Revenue Code of 1986, as amended, addressing when…more

C-Corporation, Domestic Corporations, FIRPTA, Foreign Corporations, Foreign Governments

See all updates »

Dario Mendoza

V&E Quarterly Securities & ESG Updates - Summer 2023

Welcome to Vinson & Elkins’ Securities and ESG Updates. Our aim is to provide insights into notable developments in securities reporting and the environmental, social and governance space over the quarter and, where applicable,…more

C&DIs, Climate Change, COSO, Cybersecurity, Disclosure Requirements

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David Meyer

SCOTUS in Purdue: Non-Debtor Third-Party Releases Are Not Permitted in Chapter 11 Plans Without Consent

On June 27, 2024, the United States Supreme Court (the “Supreme Court” or “Court”) rendered a 5-4 opinion in Harrington v. Purdue Pharma, L.P. that “the [B]ankruptcy [C]ode does not authorize a release and injunction that, as…more

Bankruptcy Code, Bankruptcy Court, Chapter 11, Fraudulent Marketing, Non-Debtors

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Lauren Messonnier Meyers

[Webinar] All in the Family: Applying the Business Interest Expense Limitation Within Groups - September 30th, 12:00 pm - 1:00 pm CT

The 2017 Tax Cuts and Jobs Act generally limits the amount of business interest expense that a taxpayer may deduct. This webinar will cover newly issued final and proposed Treasury regulations under section 163(j), with a focus…more

Business Expenses, Business Taxes, Continuing Legal Education, Controlled Foreign Corporations, Income Taxes

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John Michael

[Webinar] Recent Developments in U.S. Offshore Wind - August 16th, 12:00 pm - 1:00 pm CT

In this presentation, panelists will discuss recent developments in the U.S. offshore wind industry including recent progress and projects in the pipeline, challenges to development of U.S. offshore wind projects, key…more

Clean Energy, Continuing Legal Education, Energy Projects, Energy Sector, Financing

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Evan Miller

“No More Non-Competes,” Part Four: Texas Federal District Court Blocks FTC Noncompete Rule on Nationwide Basis

On August 20, 2024, the U.S. District Court for the Northern District of Texas entered a final judgment (“Order”) setting aside, on a nationwide basis, the Federal Trade Commission (“FTC”) final rule (“Rule”) prohibiting…more

Competition, Confidential Information, Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC)

See all updates »

Sarah Mitchell

D&O Insurance Considerations for Going Public via SPAC: Are You Covered?

With more than 600 special purpose acquisition companies (“SPACs”) currently looking for merger partners, private companies are likely being courted by a number of SPAC suitors…more

Breach of Duty, Commercial Insurance Policies, D&O Insurance, Fiduciary Duty, Initial Public Offering (IPO)

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Thomas Mitsch

The SEC Aces Its Report Card: Enforcement Activity Maintains Record Pace in 2023

On November 14, the Securities and Exchange Commission (“SEC”) published its 2023 annual enforcement report which revealed a continuation of 2022’s record-setting enforcement activity.1 The SEC imposed $4.95 billion in financial…more

Annual Reports, Civil Monetary Penalty, Disgorgement, Economic Sanctions, Enforcement

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Patrick Mizell

Everything You Need to Know About Texas’s Business Courts

The newly-adopted Texas Business Courts open in September 2024. These courts will bolster the Texas judicial system by adding an efficient court that specializes in large commercial business disputes…more

Business Court, Business Disputes, Business Entities, Business Litigation, Commercial Court

See all updates »

Tiffany Monroy

SCOTUS Unanimously Resolves Securities Fraud Circuit Split

On April 12, 2024, the U.S. Supreme Court unanimously held that, in the absence of an otherwise misleading statement, a failure to disclose information required by Item 303 of Regulation S-K (“Item 303”) does not support a…more

Disclosure Requirements, Failure To Disclose, Financial Services Industry, Macquarie Infrastructure Corp v Moab Partners LP, Omissions

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Matthew Moran

Everything You Need to Know About Texas’s Business Courts

The newly-adopted Texas Business Courts open in September 2024. These courts will bolster the Texas judicial system by adding an efficient court that specializes in large commercial business disputes…more

Business Court, Business Disputes, Business Entities, Business Litigation, Commercial Court

See all updates »

Sean Moran

Treasury Issues Proposed Regulations on Clean Electricity Low-Income Communities Bonus

On August 30, 2024, the Department of Treasury (the “Treasury”) and the Internal Revenue Service (the “IRS”) issued proposed regulations (the “Proposed Regulations”) providing additional guidance to taxpayers on the “Low-Income…more

Clean Energy, Energy Projects, IRS, Low-Income Issues, Proposed Regulation

See all updates »

Sarah Morgan

California Seeks Disgorgement of Oil Profits For Alleged Greenwashing And Climate Deception

In a significant legal maneuver with potentially far-reaching implications, California Attorney General Rob Bonta filed an amended complaint on June 10, 2024, to California’s high-profile lawsuit targeting five of the world’s…more

California, Carbon Emissions, Climate Change, Consumer Protection Laws, Deceptive Intent

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Mina Morova

Middle East International Dispute Resolution Compendium

To mark Riyadh International Disputes Week we wanted to share our Middle East International Dispute Resolution Compendium, which discusses recent developments in the dispute resolution landscape across the region including…more

Arbitration, Arbitrators, DIFC, Dispute Resolution, Dubai

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Kevin Moscon

BOEM Releases Tougher Financial Assurance Requirements for Offshore Oil and Gas Operations

New and additional bonding requirements for certain companies operating on the Outer Continental Shelf (“OCS”) will take effect in June as a result of a recent rulemaking. These new requirements will be phased in over a…more

BOEM, Credit Ratings, Offshore Lease, Offshore Wind, Oil & Gas

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Alexander Msimang

UK Supreme Court Hands Down a Groundbreaking Decision Requiring The Assessment of “Scope 3” GHG Emissions for a Proposed Oil Development: R (Finch) v Surrey County Council And Others

In a landmark judgment handed down on 20 June 2024, R (Finch) v Surrey County Council and others [2024] UKSC 20, the Supreme Court of the United Kingdom has ruled that “Scope 3” greenhouse gas (GHG) emissions resulting from the…more

Energy Projects, Environmental Impact Report (EIR), Greenhouse Gas Emissions, Greenpeace, Hydrocarbons

See all updates »

Ron Nardini

IRS Releases Final Regulations Impacting FIRPTA Exemption for Domestically Controlled REITs

On April 24, 2024, the Treasury Department (“Treasury”) and the Internal Revenue Service (IRS) released final regulations (“Final Regulations”) under Section 897 of the Internal Revenue Code of 1986, as amended, addressing when…more

C-Corporation, Domestic Corporations, FIRPTA, Foreign Corporations, Foreign Governments

See all updates »

Meghan Natenson

SCOTUS To Focus on the Securities Fraud Pleading Standard in Two Cases Next Term

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…more

Acquisitions, Appeals, Data-Sharing, Facebook, Form 10-K

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Andrew Nealon

Time to Talk Day Q&A: Andrew Nealon, Vinson & Elkins

For this year’s Time to Talk Day (1 February), which aims to encourage workplaces to start a conversation about mental health, we sat down with Vinson & Elkins energy and infrastructure partner Andrew Nealon (pictured) to…more

Business Development, Law Firm Associates, Law Practice Management, Mental Health

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Stacey Neumann Vu

2023 Chemicals & Energy Antitrust Report

For companies in the energy and chemical sectors, the potential for antitrust scrutiny is an ever-present concern. The next round of enforcement inquiries is never further away than the next jump in commodity prices or the next…more

Antitrust Division, Collusion, Competition, Department of Justice (DOJ), Divestiture

See all updates »

Milam Foster Newby

The Corporate Transparency Act - NSBU v. Yellen

In a key development relating to the Corporate Transparency Act (the “CTA”), on March 1, 2024, U.S. District Judge Liles C. Burke of the Northern District of Alabama issued a memorandum opinion and final judgment ruling the CTA…more

Beneficial Owner, Constitutional Challenges, Corporate Transparency Act, Financial Crimes, FinCEN

See all updates »

Mackenzie Newman

SCOTUS Unanimously Resolves Securities Fraud Circuit Split

On April 12, 2024, the U.S. Supreme Court unanimously held that, in the absence of an otherwise misleading statement, a failure to disclose information required by Item 303 of Regulation S-K (“Item 303”) does not support a…more

Disclosure Requirements, Failure To Disclose, Financial Services Industry, Macquarie Infrastructure Corp v Moab Partners LP, Omissions

See all updates »

Grant Newton

Texas Business Court Could Make Litigation Faster, More Efficient

Texas’ new business court, which the state hopes will make complex litigation more efficient, opens in less than four months. And while there’s still uncertainty about how the court will operate, its structure and the Texas…more

Breach of Contract, Breach of Duty, Business Court, Business Disputes, Business Entities

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Stephanie Noble

Take Nothing: Delivering a Courtroom Masterclass

Two months in court, 1,700 miles from home, $100 million at stake. In this edition of V&E+, Vinson & Elkins partners Jim Thompson, Nick Shum, and Stephanie Noble share their story of a marathon trial — and how they emerged…more

Energy Projects, Joint Venture, Mineral Leases, Oil & Gas, Renewable Energy

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Eamon Nolan

Q1 2024 Sustainable Debt Finance: Trends and Opportunities in an Area of Accelerated Growth

While 2022 showed that the sustainable debt market is not impervious to overall economic slow-down (particularly in the capital markets), 2023 demonstrated its resiliency, even in a high-interest rate market. Notwithstanding…more

Climate Change, Corporate Governance, Debt Financing, Documentation, Environmental Social & Governance (ESG)

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David Palmer Oelman

Q1 2024 Sustainable Debt Finance: Trends and Opportunities in an Area of Accelerated Growth

While 2022 showed that the sustainable debt market is not impervious to overall economic slow-down (particularly in the capital markets), 2023 demonstrated its resiliency, even in a high-interest rate market. Notwithstanding…more

Climate Change, Corporate Governance, Debt Financing, Documentation, Environmental Social & Governance (ESG)

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Russell Oshman

[Hybrid Event] Navigating Workout Discussions with Lenders – Trends from 2023 - November 9th, New York, NY

In this program, attorneys in Restructuring & Reorganization, Real Estate, and Tax will discuss commercial real estate loan workouts and amendments: the path most often taken by commercial real estate lenders in 2023 when a…more

Borrowers, Commercial Real Estate Contracts, Continuing Legal Education, Default, Events

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Milton Padilla

Appeals Court Invalidates Key Parts of PHMSA’s 2022 Rulemaking on Natural Gas Safety

In a unanimous opinion, a panel of judges from the United States Court of Appeals for the District of Columbia Circuit (the “D.C. Circuit”) vacated four key aspects from a 2022 rulemaking by the Pipeline and Hazardous Materials…more

ANSI, Appellate Courts, Hazardous Substances, Natural Gas, PHMSA

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Kathy Pakenham

[Webinar] Redefining Agency Power: The Impact of the Supreme Court’s Decisions in Jarkesy, Loper Bright, and Corner Post - July 11th, 12:00 pm - 1:30 pm CT

Join attorneys in our appellate, energy regulatory, environmental, tax, securities, and employment practices who will explore how these landmark rulings affect administrative law and practice and what comes next…more

Administrative Law Judge (ALJ), Administrative Procedure Act, Administrative Proceedings, Chevron Deference, Continuing Legal Education

See all updates »

Mat Parente

Termination: Fortune May Favour the Brave (and Well-Prepared)

Termination of major construction contracts has traditionally been seen as a last resort, leading many parties to soldier on in bad situations given the potential risks of terminating. However, recently we have seen parties…more

Construction Contracts, Construction Industry, Construction Project, Contract Termination, Lenders

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Giuliano Parlascino

A New Era in Saudi Law: The Introduction of the Civil Code

The Kingdom of Saudi Arabia has embarked on a significant legal reform with the introduction of its first Civil Transactions Law (the “Civil Code”), which took effect on December 16, 2023. Originally published in Law Middle…more

Civil Code, Commercial Contracts, Contract Negotiations, Contract Terms, Contractual Safeguards

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Lauren-Emma Parrott

The UK’s Reinvigoration of Nuclear Energy

The volatility of energy prices following recent geopolitical challenges has brought a renewed focus on domestic energy security. Because of the risks associated with weather-dependent energy solutions, a revival of nuclear…more

Critical Infrastructure Sectors, Energy Projects, Energy Sector, Infrastructure Financing, Nuclear Power

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Rajesh Patel

[Webinar] New Cybersecurity Disclosure Requirements - November 7th, 12:00 pm - 12:30 pm CT

Please join us for one of our Technology Series webinars where the Vinson & Elkins team will be giving an overview of the new SEC cybersecurity disclosure requirements for public companies…more

Continuing Legal Education, Cyber Incident Reporting, Cybersecurity, Data Breach, Disclosure Requirements

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Danielle Mangrum Patterson

[Webinar] Unpacking the Freeze in Texas: Lessons Learned and a Path Forward - May 12th, 12:00 pm - 1:00 pm CT

While snow in Texas may be a photo-worthy diversion, the freezing temperatures experienced by the state in February caused power systems to crash while demand was at its peak. Problems cut across all sectors, from fossil fuels…more

Continuing Legal Education, Energy Sector, Fossil Fuel, Power Grid, Power Infrastructure

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David Peck

TRAs: Benefits, Complexities (and Private Jets) Explained with Tax Attorney David Peck

TRAs can be advantageous if used properly. When you get numbers in front of people in the right situation, it catches their attention. The key is to get people focused and make sure they understand the complexities. In this…more

Compensation & Benefits, Corporate Taxes, Employee Benefits, Executive Compensation, Tax Planning

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Jordan Peck

Lowering the Bar: Unlawful Discrimination Can Exist Absent a Showing of “Significant” or “Serious” Harm

On April 17, 2024, the U.S. Supreme Court in Muldrow v. St. Louis held that an employee who claimed she was involuntarily transferred to another position because of her sex in violation of Title VII of the Civil Rights Act of…more

Adverse Employment Action, Civil Rights Act, Employee Transfers, Employer Liability Issues, Employment Discrimination

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Jessica Peet

SCOTUS in Purdue: Non-Debtor Third-Party Releases Are Not Permitted in Chapter 11 Plans Without Consent

On June 27, 2024, the United States Supreme Court (the “Supreme Court” or “Court”) rendered a 5-4 opinion in Harrington v. Purdue Pharma, L.P. that “the [B]ankruptcy [C]ode does not authorize a release and injunction that, as…more

Bankruptcy Code, Bankruptcy Court, Chapter 11, Fraudulent Marketing, Non-Debtors

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Karina Pereira

DOJ Warns Against Unintelligent Use of Artificial Intelligence

The Department of Justice is stepping up its focus on artificial intelligence (“AI”), with officials warning that harsher penalties could be in store for those who deliberately misuse the technology to commit white collar…more

Artificial Intelligence, Compliance, Corporate Crimes, Department of Justice (DOJ), Market Manipulation

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Harry Perrin

Silicon Valley Bank FDIC Takeover

As you may be aware, Silicon Valley Bank (“SVB”), a key lender serving customers and borrowers primarily in the technology industry, was taken over by U.S. regulators on Friday. In a press release, the California Department of…more

Borrowers, Consumer Financial Protection Bureau (CFPB), Deposit Insurance, FDIC, Lenders

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Christina Peterman

Delaware Supreme Court Holds MFW Requires Entirely Independent Committee

Thursday, in a much anticipated decision, the Delaware Supreme Court held in In re Match Group, Inc. Derivative Litigation1 that every member of a special committee must be independent in order to satisfy the MFW2 framework and…more

Business Judgment Rule, CFOs, Controlling Stockholders, DE Supreme Court, Directors

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Ashley Plunk

The Very Timely PWA Requirements Finalized

On June 18, 2024, the Department of the Treasury (the “Treasury”) and the Internal Revenue Service (the “Service”) issued final regulations (T.D. 9998) (the “Final Regulations”) regarding compliance with the prevailing wage and…more

Apprenticeships, Construction Industry, Contractors, Davis-Bacon Act, Department of Labor (DOL)

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Christopher Popov

Everything You Need to Know About Texas’s Business Courts

The newly-adopted Texas Business Courts open in September 2024. These courts will bolster the Texas judicial system by adding an efficient court that specializes in large commercial business disputes…more

Business Court, Business Disputes, Business Entities, Business Litigation, Commercial Court

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Jason Powers

“No More Non-Competes,” Part Four: Texas Federal District Court Blocks FTC Noncompete Rule on Nationwide Basis

On August 20, 2024, the U.S. District Court for the Northern District of Texas entered a final judgment (“Order”) setting aside, on a nationwide basis, the Federal Trade Commission (“FTC”) final rule (“Rule”) prohibiting…more

Competition, Confidential Information, Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC)

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Hilary Preston

Trademarks as Assets: Selecting or Changing a Mark in the United States

As part of our series on trademarks as critical assets for businesses, this article discusses the importance of selecting and clearing a new or altered trademark for use and registration in the United States. Trademark selection…more

Arbitrary Marks, Business Assets, Fanciful Marks, Generic Marks, Goods or Services

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Aaron Prince

Power Play: The State of Electric Vehicle Charging Station Finance

Global sales of electric vehicles (“EVs”) more than doubled in 2021 over 2020, from 3 million to 6.6 million, and sales were up 60% in the first quarter of 2022 over the same period in 2021.1 With this explosive growth in the EV…more

Automotive Industry, Capital Markets, Charging Stations, Electric Vehicles, Infrastructure

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Matthew Pyeatt

SCOTUS in Purdue: Non-Debtor Third-Party Releases Are Not Permitted in Chapter 11 Plans Without Consent

On June 27, 2024, the United States Supreme Court (the “Supreme Court” or “Court”) rendered a 5-4 opinion in Harrington v. Purdue Pharma, L.P. that “the [B]ankruptcy [C]ode does not authorize a release and injunction that, as…more

Bankruptcy Code, Bankruptcy Court, Chapter 11, Fraudulent Marketing, Non-Debtors

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Elizabeth Ramsey

Inside(r) Scoop: The DOJ Struggles to Prosecute Insider Trading

Amidst the government’s ongoing efforts to combat insider trading, a recent dismissal of criminal charges for insider trading gives new insight into this constantly evolving area of law. A federal judge recently dismissed…more

Department of Justice (DOJ), Enforcement Actions, Influencers, Insider Trading, Pump and Dump

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Angus Rankin

Termination: Fortune May Favour the Brave (and Well-Prepared)

Termination of major construction contracts has traditionally been seen as a last resort, leading many parties to soldier on in bad situations given the potential risks of terminating. However, recently we have seen parties…more

Construction Contracts, Construction Industry, Construction Project, Contract Termination, Lenders

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Alex Rant

Mastering Automated Privilege Logging: How Litigants Can Maximize Efficiency and Limit Expense

Privilege logging is one of the most time-consuming, expensive, and contentious components of discovery. Federal Rule of Civil Procedure 26(b)(5)(A), which governs the withholding of privileged material, provides little concrete…more

Artificial Intelligence, Discovery, Document Productions, Electronically Stored Information, Machine Learning

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Rami Abdallah Rashmawi

“No More Non-Competes,” Part Four: Texas Federal District Court Blocks FTC Noncompete Rule on Nationwide Basis

On August 20, 2024, the U.S. District Court for the Northern District of Texas entered a final judgment (“Order”) setting aside, on a nationwide basis, the Federal Trade Commission (“FTC”) final rule (“Rule”) prohibiting…more

Competition, Confidential Information, Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC)

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Hoo Ray

Treasury Releases Notice on the Section 45Z Clean Fuel Production Credit

On May 31, 2024, the Department of the Treasury (“Treasury”) and the Internal Revenue Service continued to churn out Inflation Reduction Act of 2022 (“IRA”)1 guidance by releasing Notice 2024-49 (the “Notice”) regarding the…more

Clean Fuels Program (CFP), Energy Sector, Inflation Reduction Act (IRA), Natural Gas, New Guidance

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Robert Reyes Landicho

Middle East International Dispute Resolution Compendium

To mark Riyadh International Disputes Week we wanted to share our Middle East International Dispute Resolution Compendium, which discusses recent developments in the dispute resolution landscape across the region including…more

Arbitration, Arbitrators, DIFC, Dispute Resolution, Dubai

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Carolyn Rietig

Inside(r) Scoop: The DOJ Struggles to Prosecute Insider Trading

Amidst the government’s ongoing efforts to combat insider trading, a recent dismissal of criminal charges for insider trading gives new insight into this constantly evolving area of law. A federal judge recently dismissed…more

Department of Justice (DOJ), Enforcement Actions, Influencers, Insider Trading, Pump and Dump

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Robert Ritchie

Delaware Supreme Court Decision Shows Continued Momentum for Caremark Plaintiffs

A recent opinion from the Delaware Supreme Court could be viewed by some as expanding plaintiffs’ ability to viably plead a duty of oversight (or “Caremark”) claim against directors. In Lebanon County Employees’ Retirement Fund…more

Board of Directors, Breach of Duty, Caremark claim, Controlled Substances Act, Corporate Counsel

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D. Alex Robertson

Considerations for REITs, their Subsidiaries, and Other Real Estate Companies under the Corporate Transparency Act

The Corporate Transparency Act (the “CTA”), a new federal law, went into effect on January 1, 2024. The CTA requires that certain entities file Beneficial Ownership Information Reports (“BOI Reports”) with the Financial Crimes…more

Beneficial Owner, Corporate Transparency Act, Financial Crimes, FinCEN, Real Estate Investments

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Tyler Robinson

Proposed Sustainable Procurement Revisions to the Federal Acquisition Regulation

As part of its Federal Sustainability Plan, the Biden administration has issued a proposed rule that would revise the Federal Acquisition Regulation (“FAR”) to incentivize federal government buyers to prioritize the acquisition…more

Biden Administration, Comment Period, ENERGY STAR Program, Environmental Protection Agency (EPA), Federal Acquisition Regulations (FAR)

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Peter Rogers

Treasury Releases Notice on the Section 45Z Clean Fuel Production Credit

On May 31, 2024, the Department of the Treasury (“Treasury”) and the Internal Revenue Service continued to churn out Inflation Reduction Act of 2022 (“IRA”)1 guidance by releasing Notice 2024-49 (the “Notice”) regarding the…more

Clean Fuels Program (CFP), Energy Sector, Inflation Reduction Act (IRA), Natural Gas, New Guidance

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Jessica Rollinson

FERC Issues Final Rules on Electric Transmission Planning, Cost Allocation, and Backstop Authority Evaluation Procedures

On May 13, 2024, the Federal Energy Regulatory Commission (“FERC” or “Commission”) established “a new foundation” upon which new electric transmission facilities can be planned, paid for, and built. The Commission did so through…more

Cost Allocation, Department of Energy (DOE), Eminent Domain, Energy Sector, Environmental Justice

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Kelly Rondinelli

D.C. Circuit Forces EPA to Confront Reality of Economic Impacts of RFS on Small Refiners

On August 14, 2024, the United States Court of Appeals for the District of Columbia Circuit (“D.C. Circuit”) released a redacted copy of its opinion in Sinclair Wyoming Refining Co. LLC v. EPA, in which the D.C. Circuit upended…more

Clean Air Act, Department of Energy (DOE), Environmental Protection Agency (EPA), Refineries, Renewable Energy

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Ciara Ros

Serbia Signals Dedication to Lithium Mining with EU MoU?

On 19 July 2024, the European Union (EU) and the Republic of Serbia (“Serbia”) signed a Memorandum of Understanding (“MoU”) creating a strategic partnership on sustainable raw materials, battery value chains and electric…more

Climate Action Plan, Climate Change, Commodities, Electric Vehicles, Energy Policy

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Chris Rowley

California’s Proposed Aviation Fuel Penalties May Change Aviation Economics and be a Boon for SAF Producers

In a potentially significant development that may impact the economics of aviation, the California Air Resources Board (“CARB”) is proposing a policy, as we previewed in January 2024, to update the state’s Low Carbon Fuel…more

Aviation Industry, California, CARB, Carbon Emissions, Fossil Fuel

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Scott Rubinsky

Shorter Schedule 13D and Schedule 13G Filing Deadlines and New Guidance: SEC Adopts Final Rules Amending Beneficial Ownership Reporting

On October 10, 2023, the Securities and Exchange Commission (“SEC”) adopted amendments to the rules governing beneficial ownership1 reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the “Exchange…more

Beneficial Owner, Brokers, Derivatives, Filing Deadlines, Investment Adviser

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Brian Russell

IRS Internal Memorandum Questions NIL Collectives’ 501(c)(3) Tax-Exempt Status

The IRS recently issued an internal memorandum to the effect that many Name-Image-Likeness (NIL) collectives will not qualify for 501(c)(3) tax-exempt status, including those that had previously obtained tax exemption letters…more

501(c)(3), IRS, Name and Likeness, Student Athletes, Tax Exemptions

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Josh Rutenberg

SEC Eliminates ESG Task Force

Over the last few months, the U.S. Securities and Exchange Commission (“SEC”) discretely disbanded the Climate and ESG Taskforce (“ESG Task Force”) of its Division of Enforcement. The move follows a wave of recent pushback…more

Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG), Greenwashing, Investment

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Kaam Sahely

Shining A Light On Renewables: What Investors Should Know As The Industry Continues To Ascend

For anyone tracking the future of energy, 2020 is expected to bring a major milestone: Renewables are poised to generate more electricity in the U.S. than coal for the first time over the course of a full year according to the…more

Clean Energy, Coal Industry, Coronavirus/COVID-19, EIA, Energy Projects

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Brett Santoli

The Fed Releases Additional Guidance, Forms And Agreements For Main Street Lending Program

On May 27, 2020, the Federal Reserve Bank of Boston released additional guidance in the form of revised Frequently Asked Questions (“FAQs”), along with forms and agreements, on the Main Street Lending Program..…more

False Claims Act (FCA), Federal Reserve, Financial Stimulus, Main Street Lending Programs, Main Street New Loan Facility

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Mike Scarborough

California’s Top Antitrust Enforcer Promises First Criminal Prosecutions in 25 Years

California Senior Assistant Attorney General Paula Blizzard announced that the California AG’s office will “reinvigorate” its dormant criminal enforcement of the Cartwright Act. For more than a century, California’s principal…more

Antitrust Division, California, Cartwright Act, Department of Justice (DOJ), Enforcement

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William Scherman

[Webinar] Redefining Agency Power: The Impact of the Supreme Court’s Decisions in Jarkesy, Loper Bright, and Corner Post - July 11th, 12:00 pm - 1:30 pm CT

Join attorneys in our appellate, energy regulatory, environmental, tax, securities, and employment practices who will explore how these landmark rulings affect administrative law and practice and what comes next…more

Administrative Law Judge (ALJ), Administrative Procedure Act, Administrative Proceedings, Chevron Deference, Continuing Legal Education

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Mike Schiller

Critical IP Issues Surrounding the Energy Transition

A host of questions are arising about the intellectual property rights attached to energy transition projects because of enormous investments in the space and the cutting-edge technologies that follow. Energy transition…more

Energy Projects, Enforcement, Incentives, Intellectual Property Protection, Investment

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Brian Schnapp

2023 Chemicals & Energy Antitrust Report

For companies in the energy and chemical sectors, the potential for antitrust scrutiny is an ever-present concern. The next round of enforcement inquiries is never further away than the next jump in commodity prices or the next…more

Antitrust Division, Collusion, Competition, Department of Justice (DOJ), Divestiture

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Nathan Schumacher

EPA Finalizes Revisions to Risk Management Program (RMP) Regulations, with Special Focus on Petroleum and Chemical Manufacturers

The U.S. Environmental Protection Agency (EPA) has issued a final rule (the “Rule”) that substantially expands its Risk Management Program (“RMP”) regulations aimed at preventing chemical accidents. The Rule takes effect on May…more

Chemical Spills, Chemicals, Clean Air Act, Contaminated Properties, Environmental Protection Agency (EPA)

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Wallace Schwartz

Be Careful with Letters of Credit

On March 10, 2023, the California Department of Financial Protection and Innovation closed Silicon Valley Bank, Santa Clara, California (“SVB”) and subsequently appointed the Federal Deposit Insurance Corporation (“FDIC”) as…more

Banks, Bridge Banks, California, Conservators, Department of Finance

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Robert Seber

Oil & Gas Funds and Section 3(c)(9) – New Life for a Forgotten Exception

A fund primarily engaged in investing or trading in securities must register under the Investment Company Act, unless it falls under an exception to the definition of investment company. The exceptions are listed in Section 3(c)…more

Investment Company Act of 1940, Investment Management, Oil & Gas, Private Equity, Private Funds

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Marisa Secco Giles

Everything You Need to Know About Texas’s Business Courts

The newly-adopted Texas Business Courts open in September 2024. These courts will bolster the Texas judicial system by adding an efficient court that specializes in large commercial business disputes…more

Business Court, Business Disputes, Business Entities, Business Litigation, Commercial Court

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Craig Seebald

Antitrust and AI Issues Continue to Mold Corporate Landscape

Antitrust issues have cut deeply into the corporate landscape, and this year is shaping up for more of the same. Generative artificial intelligence, merger enforcement, and trial risks stand out as three of the most important…more

Algorithms, Antitrust Provisions, Artificial Intelligence, Competition, Corporate Governance

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James Seegers

Further Evidence of the Re-Solidification of FERC’s Driftwood Compromise

The Federal Energy Regulatory Commission’s (“FERC” or “Commission”) October 18, 2023 Open Meeting (the “October Open Meeting”) and October 27, 2023 issuance of rehearing of remand orders for the Texas LNG Brownsville LLC and…more

Energy Projects, Energy Sector, FERC, Greenhouse Gas Emissions, Liquid Natural Gas

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Allyson Seger

IRS Enforcement Revival: Could The Long Decline In Criminal And Fraud Enforcement Activity Be Coming To An End?

In his April 28, 2021 address, President Biden asked Congress to provide $80 billion of extra funding for the Internal Revenue Service (“IRS”) over the next decade. While the timing and amount of any additional funding are…more

Audits, CARES Act, Criminal Investigations, Department of Justice (DOJ), Enforcement

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Erik Shallman

Re-“Designing” a New Standard: The Federal Circuit Aligns Obviousness Test for Design and Utility Patents

In a considerable shift in the law, the Federal Circuit has discarded the long-standing test for determining whether a design patent is invalid as obvious, in favor of the more flexible obviousness test historically applied to…more

Corporate Counsel, Design Patent, Graham Factors, Obviousness, Patent Litigation

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Eva Shen

The Supreme Court Strips SEC of Fraud-Fighting Forum, Sparking Debate on Broader Implications for Federal Enforcement

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. Not anymore. On June 27, 2024, the U.S. Supreme…more

Administrative Law Judge (ALJ), Administrative Proceedings, Article III, Civil Monetary Penalty, Enforcement Actions

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Nicholas Nathaniel Shum

California Seeks Disgorgement of Oil Profits For Alleged Greenwashing And Climate Deception

In a significant legal maneuver with potentially far-reaching implications, California Attorney General Rob Bonta filed an amended complaint on June 10, 2024, to California’s high-profile lawsuit targeting five of the world’s…more

California, Carbon Emissions, Climate Change, Consumer Protection Laws, Deceptive Intent

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Aamir Siddik

Mieco v. Pioneer: Interpreting NAESB Force Majeure Provisions in the Context of Winter Storm Uri

The North American Energy Standards Board (“NAESB”) Base Contract is the most commonly used form contract for physical purchases and sales of natural gas within the industry. It has existed in its current form since 2006;…more

Energy Contracts, Force Majeure Clause, NAESB, Natural Gas, Severe Weather

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Alyssa Sieja

D.C. Circuit Forces EPA to Confront Reality of Economic Impacts of RFS on Small Refiners

On August 14, 2024, the United States Court of Appeals for the District of Columbia Circuit (“D.C. Circuit”) released a redacted copy of its opinion in Sinclair Wyoming Refining Co. LLC v. EPA, in which the D.C. Circuit upended…more

Clean Air Act, Department of Energy (DOE), Environmental Protection Agency (EPA), Refineries, Renewable Energy

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Aaron Silberman

D.C. Circuit Forces EPA to Confront Reality of Economic Impacts of RFS on Small Refiners

On August 14, 2024, the United States Court of Appeals for the District of Columbia Circuit (“D.C. Circuit”) released a redacted copy of its opinion in Sinclair Wyoming Refining Co. LLC v. EPA, in which the D.C. Circuit upended…more

Clean Air Act, Department of Energy (DOE), Environmental Protection Agency (EPA), Refineries, Renewable Energy

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Jake Silver

Four Key Predictions for FERC’s 2024 Electricity Agenda

Over the past few years, the Federal Energy Regulatory Commission (“FERC” or the “Commission”) and the Department of Energy (“DOE”) have proposed many rules to support the Biden Administration’s push to build transmission…more

Department of Energy (DOE), Electricity, Energy Projects, Energy Sector, FERC

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Winston Skinner

Texas Energy Fund Update

On November 7, 2023, Texas voters approved a constitutional amendment creating the Texas Energy Fund (“TEF”). The TEF, which will be administered by the Public Utility Commission of Texas (“PUCT”) with assistance from a private…more

Energy Projects, Energy Sector, Funding, Grants, Loans

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Jeff Slusher

Treasury Quietly Changes Energy Community Guidance, Redefining Beginning of Construction Timing Rule

In what appears to have been an update to previously released guidance, the Department of Treasury (the “Treasury”) and Internal Revenue Service (the “IRS”) posted an unexpected update to Notice 2023-29 (the “Notice”) providing…more

CERCLA, Coal Mines, Energy Projects, Fossil Fuel, Investment Tax Credits

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Sarah Smati

DOJ’s Crackdown on Government Contractors/Defense Contractors: Best Practices for Responding to False Claims Act CIDs

In 2023, the Department of Justice (DOJ) achieved a record-breaking number of recoveries under the False Claims Act (“FCA”), underscoring its ongoing commitment to combating fraud against the federal government. Government…more

Coronavirus/COVID-19, Cybersecurity, Defense Contracts, Defense Sector, Department of Justice (DOJ)

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Quentin Smith

Everything You Need to Know About Texas’s Business Courts

The newly-adopted Texas Business Courts open in September 2024. These courts will bolster the Texas judicial system by adding an efficient court that specializes in large commercial business disputes…more

Business Court, Business Disputes, Business Entities, Business Litigation, Commercial Court

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Caitlin Snelson

Sustainable Debt Finance: Trends and Opportunities in an Area of Accelerated Growth

The amount of money invested in Environmental, Social and Governance (ESG) funds has increased exponentially in the past year, and as banks and investors increasingly turn their attention to ESG factors, companies are also…more

Debt Financing, Environmental Social & Governance (ESG), Green Bonds, Green Loans, Investors

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Corinne Snow

D.C. Circuit Forces EPA to Confront Reality of Economic Impacts of RFS on Small Refiners

On August 14, 2024, the United States Court of Appeals for the District of Columbia Circuit (“D.C. Circuit”) released a redacted copy of its opinion in Sinclair Wyoming Refining Co. LLC v. EPA, in which the D.C. Circuit upended…more

Clean Air Act, Department of Energy (DOE), Environmental Protection Agency (EPA), Refineries, Renewable Energy

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Jon Solorzano

SEC Eliminates ESG Task Force

Over the last few months, the U.S. Securities and Exchange Commission (“SEC”) discretely disbanded the Climate and ESG Taskforce (“ESG Task Force”) of its Division of Enforcement. The move follows a wave of recent pushback…more

Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG), Greenwashing, Investment

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Lande Alexandra Spottswood

The Evolving Role of ESG in M&A: Balancing Risks and Opportunities

Environmental, social, and governance (ESG) considerations are playing an increasingly important role in M&A transactions. In any given deal, however, it can be challenging to assess ESG factors, to perform ESG due diligence,…more

Acquisitions, Corporate Governance, Due Diligence, Environmental Social & Governance (ESG), Portfolio Companies

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Alexander Sprenger

Not So Fast: Congress Doubles Statute of Limitations Period for U.S. Sanctions Violations in Foreign Aid Bill

Following months of delays and intense debate in Congress, President Biden signed H.R. 815 into law on April 24, 2024, which made headlines for funding $95 billion in military aid to Ukraine, Israel, and Taiwan, along with…more

Bureau of Industry and Security (BIS), CFIUS, Department of Justice (DOJ), Economic Sanctions, EU

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Matthew Stammel

Everything You Need to Know About Texas’s Business Courts

The newly-adopted Texas Business Courts open in September 2024. These courts will bolster the Texas judicial system by adding an efficient court that specializes in large commercial business disputes…more

Business Court, Business Disputes, Business Entities, Business Litigation, Commercial Court

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Eli Sterbcow

A Stake in the Ground? — What the SEC’s Settlement With Kraken Tells Us About the Future of Crypto Regulation and Enforcement

On February 9, 2023, the Securities and Exchange Commission (“SEC”) announced settled charges against Payward Ventures, Inc. and Payward Trading, Ltd. (together, “Kraken”) for failure to “register the offer and sale of their…more

Cryptoassets, Cryptocurrency, Enforcement Actions, Investment, Securities and Exchange Commission (SEC)

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Joseph Steuert

The Corporate Transparency Act - NSBU v. Yellen

In a key development relating to the Corporate Transparency Act (the “CTA”), on March 1, 2024, U.S. District Judge Liles C. Burke of the Northern District of Alabama issued a memorandum opinion and final judgment ruling the CTA…more

Beneficial Owner, Constitutional Challenges, Corporate Transparency Act, Financial Crimes, FinCEN

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Scott Stiegler

"Supreme Court Rules Most Collateral Warranties Are Not Construction Contracts" in Abbey Healthcare v Simply [2024] UKSC 23

On 9 July 2024, the Supreme Court unanimously held that collateral warranties deriving from or reflective of the primary building contract, and merely promising continued construction, are not generally considered agreements…more

Adjudicatory Process, Appellate Courts, Construction Contracts, Construction Defects, Construction Industry

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David Harry Stone

[Webinar] Distressed Debt and Looming Maturities: Liability Management and Restructuring Strategies in the Time of COVID-19 - April 22nd, 12:00 pm - 1:00 pm CT

In this presentation, a cross-disciplinary panel of lawyers from our debt capital markets, restructuring, and tax practices will discuss methods for reducing debt balances, addressing impending debt maturities, and improving the…more

Capital Markets, Continuing Legal Education, Coronavirus/COVID-19, Debt Repurchasing, Debt Restructuring

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Luke Strieber

Quarterly Reporting From Quarantine: Looking Back And Looking Forward During COVID-19

As the first quarter earnings season kicks off over the next few weeks, public companies need to figure out how best to describe the effects of the novel coronavirus (COVID-19) crisis on their business, both in their historical…more

Business Closures, Coronavirus/COVID-19, Department of Health and Human Services (HHS), Public Readiness and Emergency Preparedness Act (PREP Act)

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Will Stripling

Takeaways From the Delaware Court of Chancery’s First Dismissal of MultiPlan-style SPAC Challenge

Since the Delaware Court of Chancery’s January 2022 decision in In re MultiPlan Corp. Stockholders Litigation,1 plaintiffs in Delaware had enjoyed a long and unbroken string of motion to dismiss victories in suits alleging that…more

Board of Directors, Books & Records, Breach of Duty, Business Model, Delaware

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W. Matthew Strock

Distribution Waterfalls: Three Nuances

Distribution waterfalls are ubiquitous in the private investment world. They determine participation in cash flows or profits that is not in proportion to invested capital such as the incentive element (aka “promote” or “carry”)…more

Capital Investments, Investment Management, Investors, Limited Liability Company (LLC), Portfolio Companies

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Christopher Strong

LNG in Latin America: A Tale of Two Markets

Explore the challenges and opportunities in the LNG sector across Latin America and the Caribbean. Despite substantial gas reserves, the region is a net importer, with issues such as declining production, challenging terrains,…more

Caribbean, Exports, Hydrogen Power, Infrastructure, Investment

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Matthew Struble

District Court in Virginia Continues Questioning of Third-Party Releases – At Least in the Absence of Detailed Findings of Necessity

Judge Colleen McMahon recently opined in Purdue1 that “the lower courts desperately need a clear answer” as to the validity of third-party releases. On January 13, 2022, the United States District Court for the Eastern District…more

Bankruptcy Court, Bankruptcy Plans, Chapter 11, Consent, Debtors

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Layton Suchma

Vinson & Elkins' Comment Letter Regarding SEC's Proposed Rules for Special Purpose Acquisition Companies (“SPACs”)

On March 30, 2022, the commissioners of the Securities and Exchange Commission (“SEC”) approved much-anticipated proposed rules relating to special purpose acquisition companies (“SPACs”)…more

Disclosure Requirements, Initial Public Offering (IPO), Proposed Rules, Securities and Exchange Commission (SEC), Special Purpose Acquisition Companies (SPACs)

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Lillian Sun

California’s Top Antitrust Enforcer Promises First Criminal Prosecutions in 25 Years

California Senior Assistant Attorney General Paula Blizzard announced that the California AG’s office will “reinvigorate” its dormant criminal enforcement of the Cartwright Act. For more than a century, California’s principal…more

Antitrust Division, California, Cartwright Act, Department of Justice (DOJ), Enforcement

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Ryan Sun

Down to Business: Relevance of Upcoming Regulations on Cross-Border Data Transactions to the Business Community

On February 28, 2024, President Joe Biden issued a landmark Executive Order titled “Preventing Access to Americans’ Bulk Sensitive Personal Data and United States Government-Related Data by Countries of Concern” (the “Order”)…more

Advanced Notice of Proposed Rulemaking (ANPRM), China, Cross-Border, Cybersecurity, Cybersecurity Framework

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Zach Swartz

[CLE Hybrid Event] Alternative Investments in Commercial Real Estate: Preferred Equity and Mezzanine Debt Instruments - September 19th, New York, NY

Join Vinson & Elkins REIT and Real Estate partners, Brent Abbott, Executive Vice President, Head of Investments, Real Estate Division at Pacolet-Milliken, and Anthony Scavo, Chief Operating Officer at Basis Industrial, as they…more

Alternative Investment Funds, Capital Raising, Commercial Real Estate Market, Continuing Legal Education, Debt Instruments

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Laura Swett

At DC Circuit, FERC Defends Oil Pipeline Index Rehearing Orders as the Result of Notice and Comment Process

On October 25, 2023, the United States Court of Appeals for the District of Columbia Circuit heard the Liquid Energy Pipeline Association’s (“LEPA”) challenge to the Federal Energy Regulatory Commission’s (“FERC”) rulings,…more

Administrative Procedure Act, FERC, Natural Gas Act, Oil & Gas, Pipelines

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Jeffrey Swigart

The Development of AI-Driven E-Discovery Tools

Recent headlines have been dominated by rapid developments in generative artificial intelligence, and a number of startups are positioning themselves to offer new tools to the legal industry making use of this groundbreaking…more

Algorithms, Artificial Intelligence, e-Discovery, Electronically Stored Information, Innovative Technology

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Jamie Tabb

Proposed Sustainable Procurement Revisions to the Federal Acquisition Regulation

As part of its Federal Sustainability Plan, the Biden administration has issued a proposed rule that would revise the Federal Acquisition Regulation (“FAR”) to incentivize federal government buyers to prioritize the acquisition…more

Biden Administration, Comment Period, ENERGY STAR Program, Environmental Protection Agency (EPA), Federal Acquisition Regulations (FAR)

See all updates »

Micah Tardy

Considerations for REITs, their Subsidiaries, and Other Real Estate Companies under the Corporate Transparency Act

The Corporate Transparency Act (the “CTA”), a new federal law, went into effect on January 1, 2024. The CTA requires that certain entities file Beneficial Ownership Information Reports (“BOI Reports”) with the Financial Crimes…more

Beneficial Owner, Corporate Transparency Act, Financial Crimes, FinCEN, Real Estate Investments

See all updates »

Britton Taubenfeld

Delaware Supreme Court Decision Shows Continued Momentum for Caremark Plaintiffs

A recent opinion from the Delaware Supreme Court could be viewed by some as expanding plaintiffs’ ability to viably plead a duty of oversight (or “Caremark”) claim against directors. In Lebanon County Employees’ Retirement Fund…more

Board of Directors, Breach of Duty, Caremark claim, Controlled Substances Act, Corporate Counsel

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Christopher Taufatofua

LNG in Latin America: A Tale of Two Markets

Explore the challenges and opportunities in the LNG sector across Latin America and the Caribbean. Despite substantial gas reserves, the region is a net importer, with issues such as declining production, challenging terrains,…more

Caribbean, Exports, Hydrogen Power, Infrastructure, Investment

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Jaren Taylor

After the Storm: Public Utility Commission of Texas Adopts New Winter Weatherization Rule Requirements for ERCOT-based Generators and Transmission Service Providers

In the aftermath of Winter Storm Uri, the Texas Legislature passed Senate Bill 3, which, among other things, required the Public Utility Commission of Texas (“the Commission”) to adopt certain market-related rules. A key…more

Critical Infrastructure Sectors, Electricity, Emergency Management Plans, Energy Market, Public Utilities Commission

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Chelsea Teague

The Pipeline to Cyber Resilience: Biden’s Blueprint for Secure Digital Infrastructure

After a rash of significant cybersecurity breaches and ransomware attacks affecting a wide set of industries, ranging from pipelines to technology companies, the Biden administration released its much-anticipated National…more

Critical Infrastructure Sectors, Cybersecurity, Cybersecurity Information Sharing Act (CISA), Data Breach, Department of Energy (DOE)

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Michael Telle

The Wait is Over: SEC Adopts Share Repurchase Disclosure Modernization Rules

Final rules to modernize share repurchase disclosure will go into effect for the first periodic report that covers the first full fiscal quarter that begins on or after October 1, 2023. For calendar-year companies, that first…more

10b5-1 Plans, Broker Commissions, Disclosure Requirements, Final Rules, Securities and Exchange Commission (SEC)

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E. Phileda Tennant

[Webinar] Employment Law Developments Affecting Technology Companies - January 24th, 12:00 pm - 1:00 pm CT

Please join us for our quarterly Technology Series webinar where the Vinson & Elkins team will be discussing employment law developments affecting technology companies…more

Continuing Legal Education, Employer Liability Issues, Employment Policies, Human Resources Professionals, Labor Regulations

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Ronald Tenpas

[Webinar] Redefining Agency Power: The Impact of the Supreme Court’s Decisions in Jarkesy, Loper Bright, and Corner Post - July 11th, 12:00 pm - 1:30 pm CT

Join attorneys in our appellate, energy regulatory, environmental, tax, securities, and employment practices who will explore how these landmark rulings affect administrative law and practice and what comes next…more

Administrative Law Judge (ALJ), Administrative Procedure Act, Administrative Proceedings, Chevron Deference, Continuing Legal Education

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Kylie Terry

Middle East International Dispute Resolution Compendium

To mark Riyadh International Disputes Week we wanted to share our Middle East International Dispute Resolution Compendium, which discusses recent developments in the dispute resolution landscape across the region including…more

Arbitration, Arbitrators, DIFC, Dispute Resolution, Dubai

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G. Zachary Terwilliger

The Supreme Court Strips SEC of Fraud-Fighting Forum, Sparking Debate on Broader Implications for Federal Enforcement

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. Not anymore. On June 27, 2024, the U.S. Supreme…more

Administrative Law Judge (ALJ), Administrative Proceedings, Article III, Civil Monetary Penalty, Enforcement Actions

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Adam Thomas

FTC and DOJ Release New Merger Guidelines

On December 18, 2023, the Federal Trade Commission and U.S. Department of Justice (the “Agencies”) jointly released new Merger Guidelines (the “Guidelines”), setting forth the analytical framework the Agencies will use to review…more

Antitrust Division, Competition, Department of Justice (DOJ), Federal Trade Commission (FTC), Horizontal Mergers

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Peter Thomas

DOJ Warns Against Unintelligent Use of Artificial Intelligence

The Department of Justice is stepping up its focus on artificial intelligence (“AI”), with officials warning that harsher penalties could be in store for those who deliberately misuse the technology to commit white collar…more

Artificial Intelligence, Compliance, Corporate Crimes, Department of Justice (DOJ), Market Manipulation

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James Thompson III

Take Nothing: Delivering a Courtroom Masterclass

Two months in court, 1,700 miles from home, $100 million at stake. In this edition of V&E+, Vinson & Elkins partners Jim Thompson, Nick Shum, and Stephanie Noble share their story of a marathon trial — and how they emerged…more

Energy Projects, Joint Venture, Mineral Leases, Oil & Gas, Renewable Energy

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Haley Titcomb

[Hybrid CLE Event] Overview of Key Issues in Technology Services and Licensing Agreements - December 7th, 12:00 pm - 1:00 pm CT

Please join us for our quarterly Technology Series where the Vinson & Elkins team will provide an overview of standard technology agreements…more

Continuing Legal Education, License Agreements, Service Agreements, Technology Sector, Webinars

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Grant Tolley

EPA Finalizes Revisions to Risk Management Program (RMP) Regulations, with Special Focus on Petroleum and Chemical Manufacturers

The U.S. Environmental Protection Agency (EPA) has issued a final rule (the “Rule”) that substantially expands its Risk Management Program (“RMP”) regulations aimed at preventing chemical accidents. The Rule takes effect on May…more

Chemical Spills, Chemicals, Clean Air Act, Contaminated Properties, Environmental Protection Agency (EPA)

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Michael Tomsu

Texas Energy Fund Update

On November 7, 2023, Texas voters approved a constitutional amendment creating the Texas Energy Fund (“TEF”). The TEF, which will be administered by the Public Utility Commission of Texas (“PUCT”) with assistance from a private…more

Energy Projects, Energy Sector, Funding, Grants, Loans

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Joclynn Townsend

[Webinar] Distressed Upstream Oil and Gas Transactions - December 3rd, 12:00 pm - 1:00 pm CT

This presentation provides a general overview of market changes that have occurred in the upstream oil and gas space in 2020. It further identifies alternative structures for acquiring or divesting distressed upstream oil and…more

363 Sales, Acquisitions, Commercial Bankruptcy, Continuing Legal Education, Distressed Assets

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Wendy Trahan Salinas

[Webinar] Tax in the COVID-19 Era: CARES Act Tax Relief and IRS Guidance - May 6th, 12:00 pm - 1:15 pm CT

CARES Act tax relief is designed to put cash in the pockets of taxpayers in distress. In this presentation, a panel of V&E’s tax and executive compensation lawyers will discuss how to maximize the benefit of these provisions,…more

CARES Act, Continuing Legal Education, Coronavirus/COVID-19, Employee Retention, IRS

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Patrick Traylor

Dunes Sagebrush Lizard Listed as Endangered: What it Means for Permian Producers and Frac Sand Availability

On May 20, 2024, the U.S. Fish and Wildlife Service (FWS) issued a final rule listing the dunes sagebrush lizard (“DSL”) as endangered under the Endangered Species Act (“ESA”).1 The change in the DSL listing status, which became…more

Congressional Review Act, Critical Habitat, Endangered Species, Endangered Species Act (ESA), Oil & Gas

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Brandon Tuck

Dunes Sagebrush Lizard Listed as Endangered: What it Means for Permian Producers and Frac Sand Availability

On May 20, 2024, the U.S. Fish and Wildlife Service (FWS) issued a final rule listing the dunes sagebrush lizard (“DSL”) as endangered under the Endangered Species Act (“ESA”).1 The change in the DSL listing status, which became…more

Congressional Review Act, Critical Habitat, Endangered Species, Endangered Species Act (ESA), Oil & Gas

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Darren Tucker

“No More Non-Competes,” Part Four: Texas Federal District Court Blocks FTC Noncompete Rule on Nationwide Basis

On August 20, 2024, the U.S. District Court for the Northern District of Texas entered a final judgment (“Order”) setting aside, on a nationwide basis, the Federal Trade Commission (“FTC”) final rule (“Rule”) prohibiting…more

Competition, Confidential Information, Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC)

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Shane Tucker

U.S. Supreme Court Denies Certiorari In The Sun Capital Case

On October 5, 2020, the U.S. Supreme Court denied certiorari in New England Teamsters and Trucking Industry Pension Fund v. Sun Capital Partners III, LP, et al.1 The Supreme Court’s decision not to review the First Circuit’s…more

Certiorari, Denial of Certiorari, Portfolio Companies, SCOTUS, Sun Capital Partners

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Caitlin Turner

Finance in Focus: Fostering a Forward-Thinking Practice

In this edition of V&E+, Vinson & Elkins Partners Caitlin Turner and Lucy Jenkins sit down for a conversation on the firm’s thriving Finance practice, the market trends they’re watching, and the career principles they live by…more

Acquisition Finance, Fundraisers, Lenders, Private Equity, Private Investment Funds

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Tyler Underwood

IRS Internal Memorandum Questions NIL Collectives’ 501(c)(3) Tax-Exempt Status

The IRS recently issued an internal memorandum to the effect that many Name-Image-Likeness (NIL) collectives will not qualify for 501(c)(3) tax-exempt status, including those that had previously obtained tax exemption letters…more

501(c)(3), IRS, Name and Likeness, Student Athletes, Tax Exemptions

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Martin Bontea-Ungureanu

Q1 2024 Sustainable Debt Finance: Trends and Opportunities in an Area of Accelerated Growth

While 2022 showed that the sustainable debt market is not impervious to overall economic slow-down (particularly in the capital markets), 2023 demonstrated its resiliency, even in a high-interest rate market. Notwithstanding…more

Climate Change, Corporate Governance, Debt Financing, Documentation, Environmental Social & Governance (ESG)

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Kiran Vakamudi

In re Ultra Petroleum Corp. – Fifth Circuit: Debtors May Reject FERC-Approved Gas Transportation Agreements

In Federal Energy Regulatory Commission v. Ultra Resources, Inc. (In re Ultra Petroleum Corp.),1 a panel of the Fifth Circuit Court of Appeals (the “Fifth Circuit Panel”) provided valuable clarity regarding a 2004 decision in In…more

Bankruptcy Code, Breach of Contract, Chapter 11, Debtors, FERC

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Ryan Vanderlip

Dunes Sagebrush Lizard Listed as Endangered: What it Means for Permian Producers and Frac Sand Availability

On May 20, 2024, the U.S. Fish and Wildlife Service (FWS) issued a final rule listing the dunes sagebrush lizard (“DSL”) as endangered under the Endangered Species Act (“ESA”).1 The change in the DSL listing status, which became…more

Congressional Review Act, Critical Habitat, Endangered Species, Endangered Species Act (ESA), Oil & Gas

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Viki Vozarova

Treasury Issues Proposed Regulations on Clean Electricity Low-Income Communities Bonus

On August 30, 2024, the Department of Treasury (the “Treasury”) and the Internal Revenue Service (the “IRS”) issued proposed regulations (the “Proposed Regulations”) providing additional guidance to taxpayers on the “Low-Income…more

Clean Energy, Energy Projects, IRS, Low-Income Issues, Proposed Regulation

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William Wallander

SCOTUS in Purdue: Non-Debtor Third-Party Releases Are Not Permitted in Chapter 11 Plans Without Consent

On June 27, 2024, the United States Supreme Court (the “Supreme Court” or “Court”) rendered a 5-4 opinion in Harrington v. Purdue Pharma, L.P. that “the [B]ankruptcy [C]ode does not authorize a release and injunction that, as…more

Bankruptcy Code, Bankruptcy Court, Chapter 11, Fraudulent Marketing, Non-Debtors

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Robin Wallich

Nuclear SMR Powered Data Centres: The Answer to Europe’s Looming Grid Crisis?

The emergence of generative artificial intelligence (AI) is driving a surge in demand for power-hungry data centre capacity in Europe. This demand faces a number of obstacles including grid capacity constraints and an energy mix…more

Artificial Intelligence, Critical Infrastructure Sectors, Data Centers, Energy Efficiency, Energy Sector

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Daniel Wallmuth

DOJ’s Crackdown on Government Contractors/Defense Contractors: Best Practices for Responding to False Claims Act CIDs

In 2023, the Department of Justice (DOJ) achieved a record-breaking number of recoveries under the False Claims Act (“FCA”), underscoring its ongoing commitment to combating fraud against the federal government. Government…more

Coronavirus/COVID-19, Cybersecurity, Defense Contracts, Defense Sector, Department of Justice (DOJ)

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Phil Washburn

Supreme Court Oral Argument in Jarkesy Laser-Focused on Seventh Amendment Trial Right in Agency Civil Penalty Enforcement Actions

On November 29, 2023, the Supreme Court heard oral argument in a critically important administrative law case, Securities and Exchange Commission v. Jarkesy, No. 22-859. This case carries enormous potential consequences for…more

Administrative Law Judge (ALJ), Article II, CFTC, Civil Monetary Penalty, FERC

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Monique Watson

Further Evidence of the Re-Solidification of FERC’s Driftwood Compromise

The Federal Energy Regulatory Commission’s (“FERC” or “Commission”) October 18, 2023 Open Meeting (the “October Open Meeting”) and October 27, 2023 issuance of rehearing of remand orders for the Texas LNG Brownsville LLC and…more

Energy Projects, Energy Sector, FERC, Greenhouse Gas Emissions, Liquid Natural Gas

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Jess Webster

Termination: Fortune May Favour the Brave (and Well-Prepared)

Termination of major construction contracts has traditionally been seen as a last resort, leading many parties to soldier on in bad situations given the potential risks of terminating. However, recently we have seen parties…more

Construction Contracts, Construction Industry, Construction Project, Contract Termination, Lenders

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Hill Wellford

“No More Non-Competes,” Part Four: Texas Federal District Court Blocks FTC Noncompete Rule on Nationwide Basis

On August 20, 2024, the U.S. District Court for the Northern District of Texas entered a final judgment (“Order”) setting aside, on a nationwide basis, the Federal Trade Commission (“FTC”) final rule (“Rule”) prohibiting…more

Competition, Confidential Information, Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC)

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Greg Wells

2023 Chemicals & Energy Antitrust Report

For companies in the energy and chemical sectors, the potential for antitrust scrutiny is an ever-present concern. The next round of enforcement inquiries is never further away than the next jump in commodity prices or the next…more

Antitrust Division, Collusion, Competition, Department of Justice (DOJ), Divestiture

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Ephraim Wernick

The Supreme Court Strips SEC of Fraud-Fighting Forum, Sparking Debate on Broader Implications for Federal Enforcement

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. Not anymore. On June 27, 2024, the U.S. Supreme…more

Administrative Law Judge (ALJ), Administrative Proceedings, Article III, Civil Monetary Penalty, Enforcement Actions

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Tzvi Werzberger

[Webinar] Navigating Oil & Gas Securitization Transactions - September 14th, 12:00 pm - 1:00 pm CT

In this presentation, we will discuss the innovative and practical financing strategies involved in asset-backed financings of oil and gas assets. We will discuss benefits/considerations of these transactions; comparison of…more

Asset-Backed Securities, Continuing Legal Education, Energy Sector, Financing, Oil & Gas

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Lincoln Wesley

Difficult Decisions About Cloned Discovery Can Leave Companies Seeing Double

Companies in the midst of government investigations and enforcement actions often must contend with follow-on civil litigation stemming from the same issues. Indeed, due to differing standards of proof, companies that are able…more

Commercial Litigation, Depositions, Discovery, e-Discovery, Electronically Stored Information

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David Wicklund

[Webinar] Navigating Oil & Gas Securitization Transactions - September 14th, 12:00 pm - 1:00 pm CT

In this presentation, we will discuss the innovative and practical financing strategies involved in asset-backed financings of oil and gas assets. We will discuss benefits/considerations of these transactions; comparison of…more

Asset-Backed Securities, Continuing Legal Education, Energy Sector, Financing, Oil & Gas

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Michael Wigmore

Dunes Sagebrush Lizard Listed as Endangered: What it Means for Permian Producers and Frac Sand Availability

On May 20, 2024, the U.S. Fish and Wildlife Service (FWS) issued a final rule listing the dunes sagebrush lizard (“DSL”) as endangered under the Endangered Species Act (“ESA”).1 The change in the DSL listing status, which became…more

Congressional Review Act, Critical Habitat, Endangered Species, Endangered Species Act (ESA), Oil & Gas

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George Wilkinson Jr.

EPA Proposes Rules to Expand its PFAS Authority Under RCRA

On February 8, 2024, the Environmental Protection Agency (EPA) published two proposed rules that would expand its regulatory authority over PFAS: one to list nine PFAS as hazardous constituents subject to the Resource…more

CERCLA, Contamination, Environmental Protection Agency (EPA), EPCRA, Hazardous Substances

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Ryan Will

Gun-Jumping Isn’t the Stuff of Legends: DOJ Fines Hospitality Management Company $3.5 Million for Alleged Unlawful Pre-merger Coordination

On August 5, 2024, the Department of Justice (“DOJ”) announced that it filed a civil complaint and proposed settlement with Legends Hospitality Parent Holdings LLC (“Legends”) for unlawful pre-merger coordination, commonly…more

Acquisition Agreements, Antitrust Provisions, Antitrust Violations, Department of Justice (DOJ), Enforcement Actions

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Ciaran Williams

Impact of the Russia-Ukraine Conflict on Construction Supply Chains

In response to the further escalation of the Russia-Ukraine conflict, the US, EU and UK have imposed a severe package of restrictions on Russia. This new wave of sanctions targets broad areas of the Russian economy and…more

Economic Sanctions, Oil & Gas, Russia, Supply Chain, Ukraine

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Simon Willis

U.S. Fish and Wildlife Service Streamlines Bald and Golden Eagle Protection Act Permitting for Wind Energy and Power Line Projects

On February 12, 2024, the U.S. Fish and Wildlife Service (USFWS) released its final rule revising its permit regulations for “take” under the Bald and Golden Eagle Protection Act (BGEPA), an overhaul that has been several years…more

Bald and Golden Eagle Protection Act, Energy Sector, Environmental Protection Agency (EPA), Incidental Take Permits, US Fish and Wildlife Service

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Steven Wilson

UK Supreme Court Hands Down a Groundbreaking Decision Requiring The Assessment of “Scope 3” GHG Emissions for a Proposed Oil Development: R (Finch) v Surrey County Council And Others

In a landmark judgment handed down on 20 June 2024, R (Finch) v Surrey County Council and others [2024] UKSC 20, the Supreme Court of the United Kingdom has ruled that “Scope 3” greenhouse gas (GHG) emissions resulting from the…more

Energy Projects, Environmental Impact Report (EIR), Greenhouse Gas Emissions, Greenpeace, Hydrocarbons

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Curt Wimberly

Inflation Reduction Act of 2022: Corporate Alternative Minimum Tax

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was enacted into law. Among other changes to the Internal Revenue Code of 1986, as amended (the “Code”), the IRA imposes a 15% corporate alternative minimum tax…more

Alternative Minimum Tax, Foreign Tax Credits, GAAP, Inflation Reduction Act (IRA), Internal Revenue Code (IRC)

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Lawrence Winsor

Avoiding Investor Pitfalls in Complex Construction Financing Arrangements

The frontier for construction project investment continues to grow – not just geographically and technologically – but also structurally, in the legal sense. Both equity and debt investors can employ a variety of complex…more

Construction Contracts, Construction Industry, Construction Project, Contractors, Creditors

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Adriana Wirtz

“The Ball is in Congress’ Court”: U.S. Supreme Court in Corner Post Paves the Way for Challenges to Longstanding Treasury Regulations

In the final decision of the Supreme Court’s term, the Court again considered the Administrative Procedure Act (“APA”). Like earlier decisions this term considering the APA (see here and here), the opinion in Corner Post, Inc…more

Administrative Procedure Act, Chevron Deference, Corner Post Inc v Board of Governors of the Federal Reserve System, Federal Reserve, Interchange Fees

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Alistair Wishart

Building Investor Trust in Hydrogen Projects

The finance sector has a significant role to play in the global transition to net zero, with project financing being a customary means of raising funds in the energy and infrastructure sectors. Originally published in Global…more

Energy Projects, Hydrogen Power, Net Zero, Project Finance, Renewable Energy

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Louise Woods

Overview of Policy Barriers to Recycling of Critical Raw Materials

With the entering into force of the European Union’s (“EU”) Critical Raw Materials Act (“CRMA”), the memorandum of understanding between the EU and Serbia and the European Bank for Reconstruction and Development (“EBRD”) and…more

Energy Tax Incentives, EU, European Commission, Exploitation, Inflation Reduction Act (IRA)

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Paige Wright

[Webinar] Energy Transition: Leveraging Intellectual Property - September 4th, 12:00 pm - 1:00 pm CT

Join Eric Klein and Paige Wright as they speak on “Energy Transition: Leveraging Intellectual Property.” The energy industry is experiencing massive transformation as incentives grow to invest in green technologies. This…more

Continuing Legal Education, Energy Market, Energy Projects, Energy Sector, Green Energy

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Patrick Wroe

Re-“Designing” a New Standard: The Federal Circuit Aligns Obviousness Test for Design and Utility Patents

In a considerable shift in the law, the Federal Circuit has discarded the long-standing test for determining whether a design patent is invalid as obvious, in favor of the more flexible obviousness test historically applied to…more

Corporate Counsel, Design Patent, Graham Factors, Obviousness, Patent Litigation

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Bob Wu

Handcuffs If Your Hand is Out: New Anti-Corruption Law Finally Criminalizes the Solicitation of Bribes By Foreign Officials

In a long overdue move to fill a perceived gap in U.S. law, this year’s National Defense Authorization Act included a new law that will finally criminalize the solicitation of bribes by foreign officials…more

Anti-Bribery, Anti-Corruption, FEPA, Foreign Corrupt Practices Act (FCPA), NDAA

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Craig Zieminski

Why Securities Litigators Should Think Broadly Like Trial Lawyers

Stockholder litigation is on the rise both in volume and notoriety. The number of federal securities actions filed jumped in 2023, while the plaintiffs’ bar has been buoyed by high-profile victories in the Delaware Court of…more

Collaboration, Fiduciary, Securities, Securities and Exchange Commission (SEC), Securities Litigation

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Sara Zoglman

Fifth Circuit Holds Debtor’s Alleged Bad Faith Dealings Do Not Negate Business Judgment Deference on Lease Rejection

In Matter of J.C. Penney Direct Marketing Services, L.L.C.,1 the United States Fifth Circuit Court of Appeals clarified the extremely deferential standard afforded to a debtor’s “business judgment” decision to reject an…more

Bad Faith, Bankruptcy Code, Bankruptcy Court, Chapter 11, Debtors

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Nonku Zondo

Is the African Mining Sector Ready to Respond to the Opportunities Offered by the Energy Transition?

With the global surge in demand for critical minerals, the security of supply has become paramount. With its vast mineral reserves, Africa is poised to play a leading role in the energy transition. The continent’s potential is…more

Africa, Energy Sector, Environmental Social & Governance (ESG), Inflation Reduction Act (IRA), Investment

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Steven Zundell

SCOTUS in Purdue: Non-Debtor Third-Party Releases Are Not Permitted in Chapter 11 Plans Without Consent

On June 27, 2024, the United States Supreme Court (the “Supreme Court” or “Court”) rendered a 5-4 opinion in Harrington v. Purdue Pharma, L.P. that “the [B]ankruptcy [C]ode does not authorize a release and injunction that, as…more

Bankruptcy Code, Bankruptcy Court, Chapter 11, Fraudulent Marketing, Non-Debtors

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