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The past few years have seen concerted efforts — both domestically and globally — advancing the reporting and disclosure of various climate- and sustainability-related metrics by businesses and investors.

On March 19, 2025, the Equal Employment Opportunity Commission (“EEOC”) issued two technical assistance documents (the “DEI Guidance”) addressing the application of Title VII of the Civil Rights Act of 1964 (“Title VII”) to employers’ diversity, equity, and inclusion (“DEI”) policies and practices.

On February 26, 2025, the Supreme Court and all three counsel appearing before it in Ames v. Ohio Department of Youth Services, appeared to walk away in “radical agreement” — as noted by Justice Neil Gorsuch — that a majority-group plaintiff is not required to proffer more evidence of discrimination than a non-majority-group plaintiff in order to state a prima facie claim under Title VII of the Civil Rights Act of 1964.

On February 21, 2025, a federal judge issued a nationwide preliminary injunction that partially prevents the Trump administration from enforcing its executive orders on diversity, equity and inclusion (“DEI”).

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.

In the first ten days of his second term, President Trump has already made significant moves impacting the labor and employment landscape. Some actions were expected (see our prior predictions), while others are unprecedented.

On January 21, 2025, President Donald Trump issued an Executive Order titled “Ending Illegal Discrimination and Restoring Merit-Based Opportunity” (the “Executive Order”), which significantly impacts not only requirements applicable to federal government contractors and subcontractors, but also could lead to private sector investigations or enforcement actions concerning Diversity, Equity, and Inclusion (“DEI”) initiatives — particularly those maintained by larger companies (whether privately held or publicly listed), regardless of whether they contract or subcontract with the government.

On Friday, January 10, 2025, the Chamber of Commerce, Business Roundtable, American Investment Council, and Longview Chamber of Commerce filed a complaint in the Eastern District of Texas against the Federal Trade Commission (“FTC”) and its Chair Lina Khan to block the enforcement of the FTC’s new rule expanding the scope of the Hart-Scott-Rodino Act Premerger Notification Form (the “new HSR Rule”) set to take effect on February 10, 2025.

The Securities and Exchange Commission (SEC) recently announced that United Parcel Service Inc. (UPS) has agreed to pay a $45 million penalty for materially misrepresenting its earnings by improperly valuing its UPS Freight business unit.

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.

On October 10, 2024, the Federal Trade Commission (the “FTC”), with the Department of Justice Antitrust Division’s concurrence, released a Final Rule containing long-anticipated revisions to the Hart-Scott-Rodino Act Premerger Notification Form.