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On November 14, 2024, a panel of the U.S. Court of Appeals for the Fifth Circuit affirmed the SEC’s ability to intervene in shareholder proposals under Rule 14a-8 of the Securities Exchange Act of 1934 (“Rule 14a-8 Proposals”).

On November 5, 2024, the U.S. District Court for the Central District of California denied a motion for summary judgment that sought to declare SB 253 and SB 261 (the “California Climate Laws”) invalid on their face under the First Amendment for compelling political speech.

On September 18, 2024, the Department of Treasury (the “Treasury”) and the Internal Revenue Service (the “IRS”) (1) issued proposed regulations (the “Proposed Regulations”) providing guidance to taxpayers on the Alternative Fuel Vehicle Refueling Property Credit available under section 30C of the Internal Revenue Code of 1986, as amended (“30C Credit”) and (2) released Notice 2024-64 (the “Notice”)¹ to correct certain technical issues related to mapping tools used to identify eligible census tracts for the 30C Credit.²

On August 30, 2024, the Department of Treasury (the “Treasury”) and the Internal Revenue Service (the “IRS”) issued proposed regulations (the “Proposed Regulations”) providing additional guidance to taxpayers on the “Low-Income Communities Bonus” (“LICB”) available under section 48E(h) of the Internal Revenue Code of 1986, as amended.

The domestic content bonus is one of the Inflation Reduction Act’s most powerful tax incentives, but so far is proving to be one of the most difficult to earn.

On June 18, 2024, the Department of the Treasury (the “Treasury”) and the Internal Revenue Service (the “Service”) issued (T.D. 9998) (the “Final Regulations”) regarding compliance with the prevailing wage and apprenticeship requirements (the “PWA Requirements”) impacting many of the clean energy tax credits introduced or expanded by the Inflation Reduction Act of 2022 (the “IRA”).

In a potentially significant development that may impact the economics of aviation, the California Air Resources Board (“CARB”) is proposing a policy, as we previewed in January 2024, to update the state’s Low Carbon Fuel Standard (“LCFS”) program, whereby CARB would eliminate the existing exemption for intrastate fossil jet fuel from LCFS regulations beginning in 2028.

In a significant legal maneuver with potentially far-reaching implications, California Attorney General Rob Bonta filed an amended complaint on June 10, 2024, to California’s high-profile lawsuit targeting five of the world’s largest oil companies: BP, Chevron, Exxon Mobil, Phillips 66, Shell, as well as the American Petroleum Institute (“API”).

On May 29, 2024, the Treasury Department (the “Treasury”) and the Internal Revenue Service (the “Service”) issued proposed regulations (REG-119283-23) (the “proposed regulations”) regarding the clean electricity production tax credit and the clean electricity investment tax credit provided by the Inflation Reduction Act of 2022 (the “IRA”)¹ and available under new sections 45Y and 48E, respectively, of the Internal Revenue Code of 1986, as amended (the “Code”).

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 tax credits by eligible taxpayers available under section 6418 of the Internal Revenue Code of 1986, as amended (the “Code”).

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.

ExxonMobil (“Exxon”) filed a complaint in the U.S. District Court for the Northern District of Texas on Sunday, January 21, 2024, seeking a declaratory judgment to exclude a shareholder proposal from its proxy statement pursuant to Rule 14a-8 of the Securities Exchange Act of 1934 (“Rule 14a-8”) and not present the proposal for a vote at its 2024 annual shareholder meeting.