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In a move that perhaps comes as no surprise, on March 27, 2025, the Securities and Exchange Commission (“SEC” or “the Commission”) issued Press Release 2025-58 announcing it had voted to end its defense of its climate-related disclosures rules (The Enhancement and Standardization of Climate-Related Disclosures for Investors).

On January 13, 2025, the Securities and Exchange Commission (“SEC”) filed a settled enforcement action against Ashford Inc. (“Ashford” or “the Company”), a company that provides products and services to the real estate and hospitality industries, for making false and misleading disclosures about a cybersecurity incident that exposed sensitive hotel customer information.

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 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.

After a three-year crackdown on the use of “ephemeral” electronic messaging platforms by the United States Securities and Exchange Commission (“SEC”) under Chair Gary Gensler, early indications are that the incoming Trump administration may abandon the Gensler-era practice of repeated industry-wide probes into employee use of off-channel communications.

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 8, 2024, the U.S. Securities and Exchange Commission (“SEC”) announced a settled enforcement action (the “SEC Order”) against Invesco Advisers, Inc. (“Invesco”), an investment advisory firm, for making misleading statements concerning the company-wide percentage of assets under management (“AUM”) that integrated environmental, social and governance (“ESG”) factors in investment decisions.

Welcome to Vinson & Elkins’ Securities and ESG Updates.

On September 16, 2024, the United States Securities and Exchange Commission (“SEC” or the “Commission”) brought charges against Kubient, Inc.’s (“Kubient”) former chairman and chief executive officer (“CEO”) for allegedly fabricating reports that the company had successfully tested its AI-supported software program, causing the company to overstate and misrepresent its revenue in connection with two public stock offerings.

For more than a decade, the U.S. Securities and Exchange Commission (the “SEC”) has been able to bring enforcement actions in either federal court or the agency’s internal venue.

On June 11, 2024, the United States Securities and Exchange Commission (the “SEC”) charged Illit Raz, the former CEO and founder of the since-shut-down artificial intelligence recruiting startup Joonko Diversity Inc. (“Joonko”), with defrauding investors by making false and misleading statements about a number of items — including the sophistication of the company’s technology.

E-Trade was considering banning one of its users Keith Gill, known as Roaring Kitty, after he disclosed a significant stock position on social media. To comment on the issue, Rebecca Fike first appeared on CNBC and addressed the legality of publicly sharing stock holdings when followed by millions, which can have a significant impact on the market.