Vinson & Elkins LLP

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845 Texas Avenue
Suite 4700
Houston, TX 77002, United States
Phone: 713.758.2222
Fax: 713.758.2346
Areas Of Practice
  • Alternative Dispute Resolution (ADR)
  • Antitrust & Trade Regulation
  • Appellate Practice
  • Bankruptcy
  • Business Organizations
  • Class Action
  • Commercial Law & Contracts
  • Communications & Media Law
  • Construction Law
  • Criminal Law
  • Debtor/Creditor
  • Energy & Utilities
  • Environmental Law
  • Finance & Banking
  • Government
  • Intellectual Property
  • International Law & Trade
  • Labor & Employment Law
  • Litigation
  • Maritime Law
  • Mergers & Acquisitions
  • Privacy
  • Real Estate
  • Science, Computers, & Tech
  • Securities Law
  • Taxation
  • Transportation
  • Zoning, Planning & Land Use
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Locations
Other U.S. Locations
  • California
  • D.C.
  • New York
  • Texas
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Other Countries
  • Saudi Arabia
  • United Arab Emirates
  • United Kingdom
Number of Attorneys
400+ Attorneys

Sustainable Aviation Fuel in Latin America

As the aviation market moves towards a more sustainable future and fuel source, Brazil and other Latin American countries are likely to serve as key production locations for SAF due to their unique natural endowments and…more

Aviation Industry, Biofuel, Brazil, Carbon Emissions, Carbon Offset and Reduction Scheme for International Aviation (CORSIA)

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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

See all updates »

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

See all updates »

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

See all updates »

Sustainable Aviation Fuel in Latin America

As the aviation market moves towards a more sustainable future and fuel source, Brazil and other Latin American countries are likely to serve as key production locations for SAF due to their unique natural endowments and…more

Aviation Industry, Biofuel, Brazil, Carbon Emissions, Carbon Offset and Reduction Scheme for International Aviation (CORSIA)

See all updates »

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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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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The AIEN 2023 International Model Joint Operating Agreement

The article examines the JOA’s main provisions, including rights and duties of the operator, operating committee, work programs and budgets, contract awards, greenhouse gas provisions, exclusive operations, default,…more

Anti-Bribery, Anti-Corruption, Budgets, Contract Terms, Decommissioned Facilities

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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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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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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

See all updates »

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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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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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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“No More Non-Competes,” Part Two: FTC Finalizes Rule Banning Essentially All Non-Compete Agreements with Workers

On April 23, 2024, the Federal Trade Commission (“FTC”) voted 3-2, on party lines, to finalize its rule prohibiting businesses from entering into or enforcing non-compete clauses in nearly all agreements with workers. This comes…more

Chamber of Commerce, Employment Contract, Federal Trade Commission (FTC), Final Rules, FTC Act

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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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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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[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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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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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

See all updates »

“No More Non-Competes,” Part Two: FTC Finalizes Rule Banning Essentially All Non-Compete Agreements with Workers

On April 23, 2024, the Federal Trade Commission (“FTC”) voted 3-2, on party lines, to finalize its rule prohibiting businesses from entering into or enforcing non-compete clauses in nearly all agreements with workers. This comes…more

Chamber of Commerce, Employment Contract, Federal Trade Commission (FTC), Final Rules, FTC Act

See all updates »

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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It’s a Great Time to Own Aircraft, Just Not an Easy Time to Buy Them

Global air travel traffic (measured in revenue per kilometers (RPKs)) begins 2024 in line with pre-COVID highs. Certain markets, such as US domestic and intra-European have already surpassed pre-COVID levels and despite some…more

Air Carriers, Airbus, Aircraft, Airlines, Aviation Industry

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Don’t Text and Trade: SEC Continues Investigation into Wall Street Communications

In the wake of the collapse of two major U.S. banks, America’s public attention has refocused once again on the oversight and integrity of the financial markets. Amidst this backdrop, on March 10, 2023, Edward D. Jones & Co.,…more

Electronic Communications, Financial Markets, Futures Commission Merchants (FCMs), Investment Adviser, Mobile Devices

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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)

See all updates »

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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Treasury Issues Proposed Regulations for IRA Labor Requirements

On August 29, 2023, the Department of Treasury (the “Treasury”) and the Internal Revenue Service (the “IRS”) issued proposed regulations (the “Proposed Regulations”) providing proposed rules governing the prevailing wage and…more

Apprenticeships, Davis-Bacon Act, Energy Projects, Energy Sector, Federal Contractors

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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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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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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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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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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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Unlocking the Opportunity of Low-Carbon Hydrogen: Investment, Incentives, and Collaboration

Hydrogen can play a vital role in the transition to a carbon-neutral economy, and momentum for it has never been stronger. Both governments and companies see the enormous potential of low-carbon hydrogen for storing energy, for…more

Energy Sector, Energy Storage, Environmental Protection Agency (EPA), Greenhouse Gas Emissions, Hydropower

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EPA Finalizes RFS Set Rule and Biogas Regulatory Reforms, But Drops eRins (For Now)

The U.S. Environmental Protection Agency (“EPA” or “the Agency”) this week released its final Renewable Fuel Standard (“RFS”) “Set Rule”.1 As explained in our prior article, the Set Rule represents a new period for the RFS, with…more

Biofuel, Electric Vehicles, Environmental Protection Agency (EPA), Natural Gas, Renewable Fuel

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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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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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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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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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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

See all updates »

Federal Circuit Reins in PTAB’s Authority in Trademark Cancellation Proceedings

In Great Concepts, LLC v. Chutter, Inc.,1 the Federal Circuit reversed and remanded the Trademark Trial and Appeal Board’s (“Board”) decision cancelling registration of Great Concepts’ trademark due to the filing of a fraudulent…more

Fraud, Lanham Act, Patent Trial and Appeal Board, Trademark Cancellation, Trademark Infringement

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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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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

See all updates »

[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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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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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

See all updates »

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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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 »

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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[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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Europe Energy and Infrastructure M&A: Risks and Opportunities in 2024

Rising interest rates and stubbornly high inflation contributed to a subdued deals market in 2023. There was, however, no shortage of M&A highlights across the energy and infrastructure sectors, including the year’s two largest…more

Energy Sector, EU, Infrastructure, Interest Rates, Investors

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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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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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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)

See all updates »

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

See all updates »

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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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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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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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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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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DOE Proposes New and Modified NEPA Categorical Exclusions for Certain Storage, Transmission and Solar Projects

On November 16, 2023, the Department of Energy (“DOE”) issued a notice of proposed rulemaking (“NOPR”) that would amend DOE’s regulations implementing the National Environmental Policy Act (“NEPA”) to add a categorical exclusion…more

Department of Energy (DOE), Energy Projects, Energy Sector, Energy Storage, Environmental Assessments

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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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The Future Is Here: Early Lessons From Using Generative AI

Generative artificial intelligence (“Generative AI”) is making waves due to its ability to create entirely new sentences, stories, images, and even music. Those waves also have been felt in the legal industry, and Generative AI…more

Artificial Intelligence, Databases, Ethics, Legal Technology, Machine Learning

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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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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

See all updates »

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

See all updates »

[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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Biden Administration Announces Exemption from New Tariffs on Solar Cells and Modules Exported from Cambodia, Malaysia, Thailand and Vietnam

On June 6, 2022, the Biden administration announced a temporary exemption of up to two years from the application of any new tariffs on solar cells and modules from four Southeast Asian nations — Cambodia, Malaysia, Thailand,…more

Asia, Biden Administration, Exemptions, Plastic Solar Cells, State of Emergency

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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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Shareholder Activism in 2024: Three Trends to Watch

The world of corporate shareholder activism is poised for significant changes and challenges. Activist shareholders have been a driving force in shaping the corporate landscape, pushing for reforms and steering companies toward…more

Board of Directors, Corporate Governance, Publicly-Traded Companies, Shareholder Activism, Shareholder Proposals

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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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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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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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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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Trademarks as Assets: Protection in the United States

Trademarks serve as the cornerstone of brand identity, distinguishing the goods and services of one enterprise from those of another. Trademarks are not just legal tools: they are critical assets. They encapsulate the quality,…more

Brand, Corporate Branding, Intellectual Property Protection, Trademark Registration, Trademarks

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[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

See all updates »

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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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

See all updates »

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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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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DOE Issues Final Rule on Coordination of Federal Authorizations for Electric Transmission Facilities

The United States electric grid is becoming increasingly stressed as the nation navigates the energy transition and demand for electricity rises. On May 1, 2024, recognizing the stress on the grid and the need for additional…more

Department of Energy (DOE), Energy Sector, FERC, Final Rules, Interagency Guidance

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[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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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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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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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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Shareholder Activism in 2024: Three Trends to Watch

The world of corporate shareholder activism is poised for significant changes and challenges. Activist shareholders have been a driving force in shaping the corporate landscape, pushing for reforms and steering companies toward…more

Board of Directors, Corporate Governance, Publicly-Traded Companies, Shareholder Activism, Shareholder Proposals

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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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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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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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[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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[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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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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The SEC Reaffirms its Stance: Most Tokens are Securities

The crypto token asset class has grown substantially in the last couple of years, drawing the watchful eyes of regulators. While the emerging world of crypto has created more questions than answers, the U.S. Securities and…more

Asset Tokens, Cryptocurrency, Enforcement, Investment Contract, Non-Fungible Tokens (NFTs)

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FCPA Liability: Texas Federal Court Finds No Jurisdiction Over Foreign National Under Agency Theory

On November 10, 2021, the United States District Court for the Southern District of Texas granted a motion to dismiss Foreign Corrupt Practices Act (“FCPA”) charges brought against a Swiss resident and citizen, rejecting the…more

Corporate Counsel, Foreign Corrupt Practices Act (FCPA), Foreign Nationals, Kickbacks, Money Laundering

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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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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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SEC Proposes New Cybersecurity Rules for Market Entities

On March 15, 2023, the Securities Exchange Commission (“SEC”) issued three additional proposed rules that would expand the reach of the agency’s current cybersecurity guidance to new entities and augment existing cybersecurity…more

Broker-Dealer, Cybersecurity, Policies and Procedures, Popular, Proposed Rules

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Review of Attorney-Client Privilege, Work Product Doctrine, and the Crime-Fraud Exception

A recent privilege dispute in E.D.N.Y. case La Liberte v. Reid provides a prime opportunity to review the law and practical aspects surrounding attorney-client privilege, work product protection, and the crime-fraud exception to…more

Attorney-Client Privilege, Corporate Counsel, Crime-Fraud Exception, Defamation, Document Productions

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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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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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A Heavy Lift: EPA Bulks Up Oil and Gas Methane Requirements in New Quad Ob/c Regulations

The Environmental Protection Agency (EPA) has finalized a host of new obligations for upstream and midstream oil and gas owners and operators. These new source performance standards (“NSPS”) and emission guidelines (“EG”) for…more

Enforcement, Environmental Protection Agency (EPA), Greenhouse Gas Emissions, Methane, New Source Performance Standards (NSPS)

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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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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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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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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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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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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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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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In re Purdue Pharma L.P.: Second Circuit Reverses S.D.N.Y and Holds Bankruptcy Court Has Subject Matter Jurisdiction and Statutory Authority to Approve Sackler Family Releases

On May 30, 2023, the United States Court of Appeals for the Second Circuit (the “Second Circuit” or the “Court”) rendered a much anticipated opinion (the “Opinion”), reversing the order of the United States District Court for…more

Bankruptcy Court, Chapter 11, Non-Consensual Rights, Purdue Pharma, Subject Matter Jurisdiction

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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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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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Europe Energy and Infrastructure M&A: Risks and Opportunities in 2024

Rising interest rates and stubbornly high inflation contributed to a subdued deals market in 2023. There was, however, no shortage of M&A highlights across the energy and infrastructure sectors, including the year’s two largest…more

Energy Sector, EU, Infrastructure, Interest Rates, Investors

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Game Over: Robinhood Pays $7.5 Million to Resolve “Gamification” Securities Violations

After more than three years of regulatory investigation and litigation, Robinhood Financial LLC (“Robinhood”) recently agreed to overhaul its digital engagement practices and pay a $7.5 million fine to settle charges with the…more

Broker-Dealer, Corporate Governance, Fiduciary Rule, Gamification, Investing Companies

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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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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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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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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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In re Purdue Pharma L.P.: Second Circuit Reverses S.D.N.Y and Holds Bankruptcy Court Has Subject Matter Jurisdiction and Statutory Authority to Approve Sackler Family Releases

On May 30, 2023, the United States Court of Appeals for the Second Circuit (the “Second Circuit” or the “Court”) rendered a much anticipated opinion (the “Opinion”), reversing the order of the United States District Court for…more

Bankruptcy Court, Chapter 11, Non-Consensual Rights, Purdue Pharma, Subject Matter Jurisdiction

See all updates »

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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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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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

See all updates »

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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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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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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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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DOE Issues Final Rule on Coordination of Federal Authorizations for Electric Transmission Facilities

The United States electric grid is becoming increasingly stressed as the nation navigates the energy transition and demand for electricity rises. On May 1, 2024, recognizing the stress on the grid and the need for additional…more

Department of Energy (DOE), Energy Sector, FERC, Final Rules, Interagency Guidance

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A Proactive Playbook in a Digital World: Managing Data Preservation In Software-Based Litigation

It’s an ever-present threat in our digital world: You get sued, and the case involves your software, website, and/or customer data. The first step in any filed or threatened litigation is to implement a litigation hold to…more

Data Collection, Data Management, Data Preservation, Data Privacy, Digital Data

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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

See all updates »

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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It’s a Great Time to Own Aircraft, Just Not an Easy Time to Buy Them

Global air travel traffic (measured in revenue per kilometers (RPKs)) begins 2024 in line with pre-COVID highs. Certain markets, such as US domestic and intra-European have already surpassed pre-COVID levels and despite some…more

Air Carriers, Airbus, Aircraft, Airlines, Aviation Industry

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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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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

See all updates »

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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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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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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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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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

See all updates »

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

See all updates »

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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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

See all updates »

In re Purdue Pharma L.P.: Second Circuit Reverses S.D.N.Y and Holds Bankruptcy Court Has Subject Matter Jurisdiction and Statutory Authority to Approve Sackler Family Releases

On May 30, 2023, the United States Court of Appeals for the Second Circuit (the “Second Circuit” or the “Court”) rendered a much anticipated opinion (the “Opinion”), reversing the order of the United States District Court for…more

Bankruptcy Court, Chapter 11, Non-Consensual Rights, Purdue Pharma, Subject Matter Jurisdiction

See all updates »

Impact of the EU’s Latest Sanctions against Russia on Aircraft Owners

On December 18, 2023, the European Union (EU) published its 12th package of sanctions targeting Russia via Regulation (EU) 2023/2878 and Regulation (EU) 2023/2875, which amend Regulation (EU) 833/2014 and Regulation (EU)…more

Aircraft, Aviation Industry, Economic Sanctions, EU, Russia

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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 »

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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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

See all updates »

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)

See all updates »

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 »

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

See all updates »

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

See all updates »

[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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“No More Non-Competes,” Part Two: FTC Finalizes Rule Banning Essentially All Non-Compete Agreements with Workers

On April 23, 2024, the Federal Trade Commission (“FTC”) voted 3-2, on party lines, to finalize its rule prohibiting businesses from entering into or enforcing non-compete clauses in nearly all agreements with workers. This comes…more

Chamber of Commerce, Employment Contract, Federal Trade Commission (FTC), Final Rules, FTC Act

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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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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 »

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 »

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 »

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

See all updates »

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 »

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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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)

See all updates »

The Law Commission's Proposed Revisions to the Arbitration Act 1996

On 22 September 2022, the Law Commission of England and Wales (the “Commission”) published its Consultation Paper (the “Consultation Paper”) detailing a suite of proposed revisions to the Arbitration Act 1996 (the “Act”)…more

Arbitration, Confidential Information, Conflicts of Interest, Consultation Papers, Discrimination

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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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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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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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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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[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

See all updates »

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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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

See all updates »

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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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 »

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

See all updates »

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

See all updates »

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

See all updates »

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

See all updates »

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 »

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

See all updates »

[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

See all updates »

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

See all updates »

Sustainable Aviation Fuel in Latin America

As the aviation market moves towards a more sustainable future and fuel source, Brazil and other Latin American countries are likely to serve as key production locations for SAF due to their unique natural endowments and…more

Aviation Industry, Biofuel, Brazil, Carbon Emissions, Carbon Offset and Reduction Scheme for International Aviation (CORSIA)

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“Call Us Before We Call You”: SDNY Creates New Individual Self-Disclosure Program

On January 10, 2024, the United States Attorney’s Office for the Southern District of New York (“SDNY”) introduced the SDNY Whistleblower Pilot Program (“Pilot Program”), aimed at encouraging individuals to disclose information…more

Department of Justice (DOJ), FCPA Corporate Enforcement Policy (CEP), Foreign Corrupt Practices Act (FCPA), New York, Non-Prosecution Agreements

See all updates »

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

See all updates »

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

See all updates »

‘Forming’ a Rift: District Judge Rejects Decision in Ripple Labs, Inc.

On July 31, 2023, Judge Jed Rakoff of the Southern District of New York (“SDNY”) sided with the Securities Exchange Commission in SEC v. Terraform Labs Pte. Ltd. by holding that sales of crypto assets to retail investors on…more

Cryptocurrency, Digital Assets, Howey, Popular, Ripple

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[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

See all updates »

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

See all updates »

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

See all updates »

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

See all updates »

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 »

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

See all updates »

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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[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

See all updates »

[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

See all updates »

“No More Non-Competes,” Part Two: FTC Finalizes Rule Banning Essentially All Non-Compete Agreements with Workers

On April 23, 2024, the Federal Trade Commission (“FTC”) voted 3-2, on party lines, to finalize its rule prohibiting businesses from entering into or enforcing non-compete clauses in nearly all agreements with workers. This comes…more

Chamber of Commerce, Employment Contract, Federal Trade Commission (FTC), Final Rules, FTC Act

See all updates »

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)

See all updates »

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

See all updates »

Insurance Coverage For Business Interruption Losses In The COVID-19 Era

Companies should consider notifying their insurers of business interruption losses in the wake of the COVID-19 crisis. While the insurance industry is pushing a general message that this type of loss is generally not covered…more

Business Closures, Business Interruption, Coronavirus/COVID-19, Relief Measures, Small Business

See all updates »

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 »

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

See all updates »

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

See all updates »

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

See all updates »

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

See all updates »

Not Just CO2 and Anti-climax: Tackling Methane Emissions is a Further Challenge for the Petroleum Industry in the Wake of COP26

The Global Methane Pledge (GMP) was one of the few headline commitments announced at COP26. The response to the GMP indicates that tackling methane emissions is now firmly on the agenda for the petroleum industry... Originally…more

Carbon Emissions, Clean Air Act, Environmental Policies, EU, European Commission

See all updates »

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 »

Is Everything Better in Moderation? Circuit Split on Content Moderation to Be Heard by SCOTUS

On February 26, 2024, the United States Supreme Court is set to hear oral argument in two cases currently before the Court, Moody v. NetChoice and NetChoice v. Paxton. At their core, these cases raise the question as to whether…more

Artificial Intelligence, Censorship, Facebook, First Amendment, Online Platforms

See all updates »

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

See all updates »

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 »

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 »

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 »

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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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

See all updates »

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)

See all updates »

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)

See all updates »

[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

See all updates »

Environmental Justice 2022 Year-End Review

Environmental Justice (“EJ”) continued to prove a major focus of the Biden administration in 2022. With wide-ranging initiatives across several federal agencies, the administration worked to strengthen enforcement, release new…more

Civil Rights Act, Clean Air Act, Compliance, Corporate Counsel, Department of Environmental Quality

See all updates »

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

See all updates »

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

See all updates »

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

See all updates »

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

See all updates »

[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

See all updates »

[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

See all updates »

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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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

See all updates »

In re Purdue Pharma L.P.: Second Circuit Reverses S.D.N.Y and Holds Bankruptcy Court Has Subject Matter Jurisdiction and Statutory Authority to Approve Sackler Family Releases

On May 30, 2023, the United States Court of Appeals for the Second Circuit (the “Second Circuit” or the “Court”) rendered a much anticipated opinion (the “Opinion”), reversing the order of the United States District Court for…more

Bankruptcy Court, Chapter 11, Non-Consensual Rights, Purdue Pharma, Subject Matter Jurisdiction

See all updates »

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

See all updates »

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

See all updates »

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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Department of Labor Increases Salary Thresholds for Overtime Exemptions

On April 23, 2024, the United States Department of Labor released the final version of its rule that revises Fair Labor Standards Act (“FLSA”) regulations in order to increase the salary thresholds that must be satisfied in…more

Department of Labor (DOL), Exempt-Employees, Fair Labor Standards Act (FLSA), Final Rules, Highly Compensated Employees

See all updates »

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

See all updates »

“No More Non-Competes,” Part Two: FTC Finalizes Rule Banning Essentially All Non-Compete Agreements with Workers

On April 23, 2024, the Federal Trade Commission (“FTC”) voted 3-2, on party lines, to finalize its rule prohibiting businesses from entering into or enforcing non-compete clauses in nearly all agreements with workers. This comes…more

Chamber of Commerce, Employment Contract, Federal Trade Commission (FTC), Final Rules, FTC Act

See all updates »

Trademarks as Assets: Protection in the United States

Trademarks serve as the cornerstone of brand identity, distinguishing the goods and services of one enterprise from those of another. Trademarks are not just legal tools: they are critical assets. They encapsulate the quality,…more

Brand, Corporate Branding, Intellectual Property Protection, Trademark Registration, Trademarks

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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

See all updates »

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

See all updates »

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

See all updates »

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

See all updates »

“No More Non-Competes,” Part Two: FTC Finalizes Rule Banning Essentially All Non-Compete Agreements with Workers

On April 23, 2024, the Federal Trade Commission (“FTC”) voted 3-2, on party lines, to finalize its rule prohibiting businesses from entering into or enforcing non-compete clauses in nearly all agreements with workers. This comes…more

Chamber of Commerce, Employment Contract, Federal Trade Commission (FTC), Final Rules, FTC Act

See all updates »

Treasury Releases Long Awaited Hydrogen Guidance

Just in time for the Christmas holiday, early this morning the U.S. Internal Revenue Service (“IRS”) and Department of Treasury (“Treasury”) released highly anticipated regulations governing the Section 45V Clean Hydrogen Tax…more

Greenhouse Gas Emissions, Hydrogen Power, Inflation Reduction Act (IRA), IRS, Renewable Energy

See all updates »

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

See all updates »

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

See all updates »

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

See all updates »

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 »

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 »

DOE Issues Final Rule on Coordination of Federal Authorizations for Electric Transmission Facilities

The United States electric grid is becoming increasingly stressed as the nation navigates the energy transition and demand for electricity rises. On May 1, 2024, recognizing the stress on the grid and the need for additional…more

Department of Energy (DOE), Energy Sector, FERC, Final Rules, Interagency Guidance

See all updates »

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

See all updates »

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

See all updates »

A Veteran On A Mission To Help Homeless Vets Gets Legal Help And More From V&E

About fifteen years ago, Adrianne Goins was walking down a hall in V&E’s Washington D.C. office when she ran into a partner who made a simple request. “He said, ‘I just got a call from this guy. He’s a Marine Corps veteran…more

Homeless Issues, Military Service Members, Pro Bono, Veterans

See all updates »

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 »

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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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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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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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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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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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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DOE Issues Final Rule on Coordination of Federal Authorizations for Electric Transmission Facilities

The United States electric grid is becoming increasingly stressed as the nation navigates the energy transition and demand for electricity rises. On May 1, 2024, recognizing the stress on the grid and the need for additional…more

Department of Energy (DOE), Energy Sector, FERC, Final Rules, Interagency Guidance

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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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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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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)

See all updates »

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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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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6 Things To Know About Handling Contract Disputes In The COVID-19 Era

Recently Victoria’s Secret captured headlines that had nothing to do with the retailer’s famous fashion show. Victoria Secret’s parent company, L Brands, and private equity firm Sycamore Partners (“Sycamore”) exchanged…more

Coronavirus/COVID-19, Force Majeure Clause, Material Adverse Change Clauses (MACs), Material Adverse Effects, Merger Agreements

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[CLE Hybrid Event] To Self-Report or Not to Self-Report: DOJ's New ‘Safe Harbor’ Policy Tries to Answer the Question for M&A Cases - February 8th, Houston, TX

It is one of the hardest questions a company can face: after discovering criminal conduct inside your company, do you self-report to the government or not? The reality is that when faced with the question of self-reporting, most…more

Acquisitions, Continuing Legal Education, Corporate Misconduct, Department of Justice (DOJ), Events

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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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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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The Battle of the ‘Trons’: SCOTUS Nixes Extraterritorial Application of the Lanham Act

The Supreme Court of the United States recently considered whether portions of the Lanham Act that relate to trademark infringement can be applied to conduct that takes place outside the United States. Abitron Austria GmbH et…more

Abitron Austria GmbH v Hetronic International Inc, Extraterritoriality Rules, Foreign Sales, Intellectual Property Protection, Lanham Act

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Utilizing Data Analytics: SEC Harnesses the Power to Unveil Insider Trading Patterns and Prioritizes Egregious Cases

On May 23, 2023, Rahul Kohlhatkar, Assistant Regional Director in the Division of Enforcement at the San Francisco Regional Office of the U.S. Securities and Exchange Commission (“SEC”), shared the stage with a group of leading…more

Analytics, Enforcement Actions, Insider Trading, Market Abuse, Securities and Exchange Commission (SEC)

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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

See all updates »

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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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

See all updates »

The EPA’s Methane Waste Emission Charge: A Tax by Any Other Name

The Environmental Protection Agency (EPA) has published a proposed rule to assess and collect billions of dollars in methane “waste emission charges” from the oil and gas sector…more

Carbon Emissions, Environmental Protection Agency (EPA), Greenhouse Gas Emissions, Inflation Reduction Act (IRA), Methane

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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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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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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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Email Threading: Streamlining Discovery Review

For years, email has been the dominant form of business communication. The average office worker sends approximately 9,000 to 15,000 emails per year. Multiply 15,000 emails across multiple personnel and multiple years, and that…more

Corporate Investigations, e-Discovery, Electronic Communications, Electronically Stored Information, Email

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The Transition To Renewable Energy Will Fuel New Disputes In The Energy Industry

Interest in renewable energy has risen sharply in recent years. More than ever, companies are investing in technology and businesses for solar, wind, hydrogen/carbon capture, and renewable fuels/biomass. Private equity…more

Business Disputes, Carbon Capture and Sequestration, Carbon Emissions, Commercial Litigation, Contract Disputes

See all updates »

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

See all updates »

DOE Issues Final Rule on Coordination of Federal Authorizations for Electric Transmission Facilities

The United States electric grid is becoming increasingly stressed as the nation navigates the energy transition and demand for electricity rises. On May 1, 2024, recognizing the stress on the grid and the need for additional…more

Department of Energy (DOE), Energy Sector, FERC, Final Rules, Interagency Guidance

See all updates »

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

See all updates »

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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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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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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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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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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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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[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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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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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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Becoming An Energy Lawyer

Energy and natural resources is a fast-changing sector. Climate change, renewable energy, diversification and oil prices are all having an effect. Interviewees at Vinson & Elkins tell us what lawyers working in this area…more

Climate Change, Energy Sector, Environmental Policies, Environmental Social & Governance (ESG), Natural Resources

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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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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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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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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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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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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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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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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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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 »

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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Sustainable Aviation Fuel in Latin America

As the aviation market moves towards a more sustainable future and fuel source, Brazil and other Latin American countries are likely to serve as key production locations for SAF due to their unique natural endowments and…more

Aviation Industry, Biofuel, Brazil, Carbon Emissions, Carbon Offset and Reduction Scheme for International Aviation (CORSIA)

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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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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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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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[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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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)

See all updates »

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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Review of Attorney-Client Privilege, Work Product Doctrine, and the Crime-Fraud Exception

A recent privilege dispute in E.D.N.Y. case La Liberte v. Reid provides a prime opportunity to review the law and practical aspects surrounding attorney-client privilege, work product protection, and the crime-fraud exception to…more

Attorney-Client Privilege, Corporate Counsel, Crime-Fraud Exception, Defamation, Document Productions

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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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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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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

See all updates »

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)

See all updates »

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

See all updates »

[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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[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

See all updates »

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)

See all updates »

DOE Issues Final Rule on Coordination of Federal Authorizations for Electric Transmission Facilities

The United States electric grid is becoming increasingly stressed as the nation navigates the energy transition and demand for electricity rises. On May 1, 2024, recognizing the stress on the grid and the need for additional…more

Department of Energy (DOE), Energy Sector, FERC, Final Rules, Interagency Guidance

See all updates »

“No More Non-Competes,” Part Two: FTC Finalizes Rule Banning Essentially All Non-Compete Agreements with Workers

On April 23, 2024, the Federal Trade Commission (“FTC”) voted 3-2, on party lines, to finalize its rule prohibiting businesses from entering into or enforcing non-compete clauses in nearly all agreements with workers. This comes…more

Chamber of Commerce, Employment Contract, Federal Trade Commission (FTC), Final Rules, FTC Act

See all updates »

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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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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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

See all updates »

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)

See all updates »

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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The Inflation Reduction Act’s Green “Bank” Begins to Take Shape

Recent announcements by the EPA provide some insight into its administration of the Inflation Reduction Act’s Greenhouse Gas Reduction Fund. On February 14, 2023, the Environmental Protection Agency (“EPA”) announced an outline…more

Environmental Protection Agency (EPA), Federal Funding, Green Banks, Green Finance, Greenhouse Gas Emissions

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Treasury Updates its Energy Community Guidance

On March 22, 2024, the Internal Revenue Service (IRS) issued additional guidance in respect of the “Energy Community Bonus” in Notice 2024-30 (the “Notice”), which provides two key updates: (1) offshore wind farms have two new…more

Brownfield Properties, Energy Projects, Fossil Fuel, Investment Tax Credits, IRS

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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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Cyber Sirens Intensify: DOJ is Signaling Increased Enforcement of Cybercrime, Collaboration with the Private Sector and International Partners, and a Need to Promptly Report Cyber Incidents

Earlier this month, Deputy Attorney General Lisa O. Monaco spoke on cybersecurity developments at the International Conference on Cyber Security (“ICCS”); the same day, the U.S. Department of Justice (“DOJ”) released its…more

Cyber Attacks, Cyber Incident Reporting, Cybersecurity, Department of Justice (DOJ), FBI

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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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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

See all updates »

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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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

See all updates »

“No More Non-Competes,” Part Two: FTC Finalizes Rule Banning Essentially All Non-Compete Agreements with Workers

On April 23, 2024, the Federal Trade Commission (“FTC”) voted 3-2, on party lines, to finalize its rule prohibiting businesses from entering into or enforcing non-compete clauses in nearly all agreements with workers. This comes…more

Chamber of Commerce, Employment Contract, Federal Trade Commission (FTC), Final Rules, FTC Act

See all updates »

2023 Chemicals & Energy Antitrust Report

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

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DOJ Warns Against Unintelligent Use of Artificial Intelligence

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[Webinar] Navigating Oil & Gas Securitization Transactions - September 14th, 12:00 pm - 1:00 pm CT

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Asset-Backed Securities, Continuing Legal Education, Energy Sector, Financing, Oil & Gas

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Difficult Decisions About Cloned Discovery Can Leave Companies Seeing Double

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[Webinar] Navigating Oil & Gas Securitization Transactions - September 14th, 12:00 pm - 1:00 pm CT

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Asset-Backed Securities, Continuing Legal Education, Energy Sector, Financing, Oil & Gas

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CEQ’s Proposed NEPA Phase 2 Rule Turns Procedure Into Substance and Could Have "Significant Effects" on Permitting and Infrastructure Projects

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EPA Proposes Rules to Expand its PFAS Authority Under RCRA

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

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2024 Annual Updates to the United States Pre-Merger Notification (HSR Act) and Interlocking Directorates Thresholds

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Acquisitions, Antitrust Division, Department of Justice (DOJ), Federal Trade Commission (FTC), Filing Fees

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COP28: Outcomes & Next Steps

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Delaware Supreme Court Holds MFW Requires Entirely Independent Committee

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JD Supra Privacy Policy

Updated: Dec 28, 2021:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at www.jdsupra.com) (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services"). By using our Website and registering for one of our Services, you are agreeing to the terms of this Privacy Policy.

Please note that if you subscribe to one of our Services, you can make choices about how we collect, use and share your information through our Privacy Center under the "My Account" dashboard (available if you are logged into your JD Supra account).

Collection of Information

Registration Information. When you register with JD Supra for our Website and Services, either as an author or as a subscriber, you will be asked to provide identifying information to create your JD Supra account ("Registration Data"), such as your:

  • Email
  • First Name
  • Last Name
  • Company Name
  • Company Industry
  • Title
  • Country

Other Information: We also collect other information you may voluntarily provide. This may include content you provide for publication. We may also receive your communications with others through our Website and Services (such as contacting an author through our Website) or communications directly with us (such as through email, feedback or other forms or social media). If you are a subscribed user, we will also collect your user preferences, such as the types of articles you would like to read.

Information from third parties (such as, from your employer or LinkedIn): We may also receive information about you from third party sources. For example, your employer may provide your information to us, such as in connection with an article submitted by your employer for publication. If you choose to use LinkedIn to subscribe to our Website and Services, we also collect information related to your LinkedIn account and profile.

Your interactions with our Website and Services: As is true of most websites, we gather certain information automatically. This information includes IP addresses, browser type, Internet service provider (ISP), referring/exit pages, operating system, date/time stamp and clickstream data. We use this information to analyze trends, to administer the Website and our Services, to improve the content and performance of our Website and Services, and to track users' movements around the site. We may also link this automatically-collected data to personal information, for example, to inform authors about who has read their articles. Some of this data is collected through information sent by your web browser. We also use cookies and other tracking technologies to collect this information. To learn more about cookies and other tracking technologies that JD Supra may use on our Website and Services please see our "Cookies Guide" page.

How do we use this information?

We use the information and data we collect principally in order to provide our Website and Services. More specifically, we may use your personal information to:

  • Operate our Website and Services and publish content;
  • Distribute content to you in accordance with your preferences as well as to provide other notifications to you (for example, updates about our policies and terms);
  • Measure readership and usage of the Website and Services;
  • Communicate with you regarding your questions and requests;
  • Authenticate users and to provide for the safety and security of our Website and Services;
  • Conduct research and similar activities to improve our Website and Services; and
  • Comply with our legal and regulatory responsibilities and to enforce our rights.

How is your information shared?

  • Content and other public information (such as an author profile) is shared on our Website and Services, including via email digests and social media feeds, and is accessible to the general public.
  • If you choose to use our Website and Services to communicate directly with a company or individual, such communication may be shared accordingly.
  • Readership information is provided to publishing law firms and companies and authors of content to give them insight into their readership and to help them to improve their content.
  • Our Website may offer you the opportunity to share information through our Website, such as through Facebook's "Like" or Twitter's "Tweet" button. We offer this functionality to help generate interest in our Website and content and to permit you to recommend content to your contacts. You should be aware that sharing through such functionality may result in information being collected by the applicable social media network and possibly being made publicly available (for example, through a search engine). Any such information collection would be subject to such third party social media network's privacy policy.
  • Your information may also be shared to parties who support our business, such as professional advisors as well as web-hosting providers, analytics providers and other information technology providers.
  • Any court, governmental authority, law enforcement agency or other third party where we believe disclosure is necessary to comply with a legal or regulatory obligation, or otherwise to protect our rights, the rights of any third party or individuals' personal safety, or to detect, prevent, or otherwise address fraud, security or safety issues.
  • To our affiliated entities and in connection with the sale, assignment or other transfer of our company or our business.

How We Protect Your Information

JD Supra takes reasonable and appropriate precautions to insure that user information is protected from loss, misuse and unauthorized access, disclosure, alteration and destruction. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. You should keep in mind that no Internet transmission is ever 100% secure or error-free. Where you use log-in credentials (usernames, passwords) on our Website, please remember that it is your responsibility to safeguard them. If you believe that your log-in credentials have been compromised, please contact us at privacy@jdsupra.com.

Children's Information

Our Website and Services are not directed at children under the age of 16 and we do not knowingly collect personal information from children under the age of 16 through our Website and/or Services. If you have reason to believe that a child under the age of 16 has provided personal information to us, please contact us, and we will endeavor to delete that information from our databases.

Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

  • Our Legal Basis for Processing: Generally, we rely on our legitimate interests in order to process your personal information. For example, we rely on this legal ground if we use your personal information to manage your Registration Data and administer our relationship with you; to deliver our Website and Services; understand and improve our Website and Services; report reader analytics to our authors; to personalize your experience on our Website and Services; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Please see Article 6(1)(f) of the E.U. General Data Protection Regulation ("GDPR") In addition, there may be other situations where other grounds for processing may exist, such as where processing is a result of legal requirements (GDPR Article 6(1)(c)) or for reasons of public interest (GDPR Article 6(1)(e)). Please see the "Your Rights" section of this Privacy Policy immediately below for more information about how you may request that we limit or refrain from processing your personal information.
  • Your Rights
    • Right of Access/Portability: You can ask to review details about the information we hold about you and how that information has been used and disclosed. Note that we may request to verify your identification before fulfilling your request. You can also request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organizations.
    • Right to Correct Information: You may ask that we make corrections to any information we hold, if you believe such correction to be necessary.
    • Right to Restrict Our Processing or Erasure of Information: You also have the right in certain circumstances to ask us to restrict processing of your personal information or to erase your personal information. Where you have consented to our use of your personal information, you can withdraw your consent at any time.

You can make a request to exercise any of these rights by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to privacy@jdsupra.com. We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to privacy@jdsupra.com.

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at: privacy@jdsupra.com.

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at www.jdsupra.com) (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

  1. Improve the user experience on our Website and Services;
  2. Store the authorization token that users receive when they login to the private areas of our Website. This token is specific to a user's login session and requires a valid username and password to obtain. It is required to access the user's profile information, subscriptions, and analytics;
  3. Track anonymous site usage; and
  4. Permit connectivity with social media networks to permit content sharing.

There are different types of cookies and other technologies used our Website, notably:

  • "Session cookies" - These cookies only last as long as your online session, and disappear from your computer or device when you close your browser (like Internet Explorer, Google Chrome or Safari).
  • "Persistent cookies" - These cookies stay on your computer or device after your browser has been closed and last for a time specified in the cookie. We use persistent cookies when we need to know who you are for more than one browsing session. For example, we use them to remember your preferences for the next time you visit.
  • "Web Beacons/Pixels" - Some of our web pages and emails may also contain small electronic images known as web beacons, clear GIFs or single-pixel GIFs. These images are placed on a web page or email and typically work in conjunction with cookies to collect data. We use these images to identify our users and user behavior, such as counting the number of users who have visited a web page or acted upon one of our email digests.

JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

  • HubSpot - For more information about HubSpot cookies, please visit legal.hubspot.com/privacy-policy.
  • New Relic - For more information on New Relic cookies, please visit www.newrelic.com/privacy.
  • Google Analytics - For more information on Google Analytics cookies, visit www.google.com/policies. To opt-out of being tracked by Google Analytics across all websites visit http://tools.google.com/dlpage/gaoptout. This will allow you to download and install a Google Analytics cookie-free web browser.

Facebook, Twitter and other Social Network Cookies. Our content pages allow you to share content appearing on our Website and Services to your social media accounts through the "Like," "Tweet," or similar buttons displayed on such pages. To accomplish this Service, we embed code that such third party social networks provide and that we do not control. These buttons know that you are logged in to your social network account and therefore such social networks could also know that you are viewing the JD Supra Website.

Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit http://www.aboutcookies.org which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at: privacy@jdsupra.com.

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