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In this program, we will focus on SEC developments affecting, and practical aspects of preparing for, public companies’ annual meetings and annual reports.

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 November 7, Vinson & Elkins hosted an Energy Transition and Inflation Reduction Act (IRA) Conference in its New York office.

On October 24, 2024, the Department of the Treasury (“Treasury”) and the Internal Revenue Service (the “Service”) issued final regulations (the “Final 45X Regulations”) regarding the Advanced Manufacturing Production Tax Credit (the “AMP Credit”) under section 45X of the Internal Revenue Code of 1986, as amended (the “Code”).

As Vinson & Elkins prepares to host its “Energy Transition and IRA Conference” in New York on November 7, 2024 (just two days after the upcoming presidential election), we ask ourselves, where have we been and where might we be going with the Inflation Reduction Act of 2022 (the IRA)?

In May 2023, Jennifer A. Abruzzo (the “General Counsel”), General Counsel for the National Labor Relations Board (“NLRB”), took the position that certain non-compete provisions violate the National Labor Relations Act (“NLRA”) (as discussed here) by restricting employee mobility. Now, in an October 7, 2024, memorandum (GC 25-01), the General Counsel has expanded on the topic of employee mobility by targeting “stay-or-pay” provisions.

Welcome to Vinson & Elkins’ Securities and ESG Updates.

Much has been written about the benefits of tax credit transfers following the passage of the Inflation Reduction Act (IRA), but questions remain as to how to actually effectuate a transfer.

As energy transition investment picks up pace and inflationary pressures subside, the European renewable energy sector could see more high-value M&A transactions.

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 September 23, 2024, the State of California filed a new greenwashing salvo against an oil major by filing a plastics-related lawsuit in the San Francisco County Superior Court.