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On February 3, 2025, the U.S. District Court for the Central District of California granted a partial motion to dismiss filed by the California Air Resources Board (“CARB”), dismissing the claims that SB 253 (the Climate Corporate Data Accountability Act) and SB 261 (the Climate-related Financial Risk Act) (collectively the “California Climate Laws”) violate the Supremacy Clause and limitations on extraterritorial regulation.

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”).

Fall is fast approaching, so most major US public companies have held their 2024 annual meetings. But, while temperatures are sure to cool in the coming months, the same can no longer be said for the shareholder activism environment.

Following a nearly two-year wait, the Securities and Exchange Commission (“SEC” or “Commission”) released its Final Rule—The Enhancement and Standardization of Climate-Related Disclosures for Investors—on March 6, 2024.

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.

On January 30, 2024, the U.S. Chamber of Commerce and five co-plaintiffs representing a coalition of business groups filed a lawsuit against the state of California seeking to block the state’s new landmark climate disclosure laws.

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

Welcome to Vinson & Elkins’ Securities and ESG Updates. Our aim is to provide insights into notable developments in securities reporting and the environmental, social and governance space over the quarter.

Vinson & Elkins stands among the most trusted names in shareholder activism defense. Led by co-heads Lawrence Elbaum and Patrick Gadson, the firm’s Shareholder Activism practice has defended more campaigns than any other firm since 2015 — and earned numerous #1 rankings from The Legal 500 United States, Chambers USA, Bloomberg, and more.

In this Lexology masterclass, Rebecca Fike, Jon Solorzano and Sarah Morgan discussed how companies can navigate the at-times challenging interplay between fiduciary duties and ESG priorities.

Welcome to Vinson & Elkins’ Securities and ESG Updates.

Not long ago, companies could reliably project when shareholder activists would strike — and ready their defenses in advance. As sure as the seasons would turn, proposals would begin to appear around the holidays, voting would follow in the spring, and proxy contests would be over by the start of the summer.