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As we previously discussed and in alignment with the U.S. Treasury Department’s previous announcement, on March 21, 2025, the Financial Crimes Enforcement Network (“FinCEN”) issued an interim final rule that dramatically narrows the reporting requirements for beneficial ownership information (“BOI”) under the Corporate Transparency Act (“CTA”).

On February 27, 2025, the Financial Crimes Enforcement Network (“FinCEN”) announced a suspension of enforcement actions related to the Corporate Transparency Act (“CTA”).

On February 12, 2025, the Division of Corporate Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) issued new guidance on Rule 14a-8 shareholder proposals, which comes one day after the Staff posted new Compliance and Disclosure Interpretations (“C&DI”) in connection with shareholder communications and Schedule 13G eligibility.

Companies with forthcoming annual report and proxy statement filings should consult with counsel regarding recent regulatory and legal developments related to diversity, equity and inclusion (“DEI”) initiatives and the potential impact on disclosures related to such information.

On January 23, 2025, the Supreme Court granted the government’s motion to stay a nationwide injunction that was issued by a Texas federal judge in the case Texas Top Cop Shop, Inc. v. McHenry.

Although coined in approximately 2004, the term “ESG” — short for Environmental, Social, and Governance — did not receive widespread adoption until the mid 2010s.

As we previously discussed, on December 5, 2024, the Department of Justice (“DOJ”), representing the Department of the Treasury, submitted a notice of appeal to the U.S. Court of Appeals for the Fifth Circuit, challenging a memorandum opinion and order issued by Judge Mazzant of the U.S. District Court for the Eastern District of Texas.

On December 11, 2024, in a 9-8 ruling along party lines, the U.S. Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) struck down the Nasdaq board diversity rules issued by the U.S. Securities and Exchange Commission (“SEC”) in August 2021 (the “Rules”), holding that the SEC exceeded its authority in issuing the Rules.

As we previously discussed, on December 3, 2024, Judge Amos Mazzant of the U.S. District Court for the Eastern District of Texas issued a memorandum opinion and order granting a nationwide preliminary injunction against the Corporate Transparency Act (“CTA”), blocking implementation of the CTA in its entirety.

On December 4, 2024, the Department of the Treasury (“Treasury”) and the Internal Revenue Service (the “Service”) issued final regulations [TD 10015] (the “Final Regulations”) for the energy credit available under section 48 (the “ITC”) of the Internal Revenue Code of 1986, as amended (the “Code”).

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.