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Yesterday, in a much anticipated decision, the Delaware Supreme Court held in In re Match Group, Inc. Derivative Litigation that every member of a special committee must be independent in order to satisfy the MFW framework and obtain business judgment deference for a conflicted-controller transaction.

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 (over 20 MVA) inverter-based resources (“IBRs”) – like solar and wind power generators – to register with NERC, and eventually be subject to existing and new reliability standards applicable to larger IBRs.

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 unconstitutional on the grounds that it exceeds the Constitution’s limits on Congress’ power.

A Delaware Court of Chancery opinion issued last week calls into question the common practice of corporate boards approving draft merger agreements.Michael Holmes, Craig Zieminski, Jeff Crough, Christina Peterman

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.

Vinson & Elkins attorneys discussed commercial real estate loan workouts and amendments: the path most often taken by commercial real estate lenders in 2023 when a borrower is facing a default.

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

Large partnerships are facing a sea change in tax enforcement.

A recent Delaware Court of Chancery post-trial decision, In re Straight Path Communications, is another example of:

The Supreme Court’s resolution of this circuit split in Murray v. UBS Securities, LLC will have far-reaching impacts on an employer’s burden in whistleblower suits under both SOX and other federal anti-retaliation laws.

On March 21, 2022, the SEC voted on a proposed rule requiring climate-related disclosures in public filings indicating a critical step in the SEC's growing focus on sustainability and climate matters.