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In the latest instance of a private equity seller vindicating contractual rights in the Delaware Court of Chancery, on April 30, Vice Chancellor Lori W. Will rejected attempts by minority LLC members in urgent care provider CityMD to avoid the clear terms of their LLC agreement by urging the court to impose fiduciary duty-type obligations on the majority owner and seller, Warburg Pincus, LLC and funds it controls (“WP Investors”).

Delaware amended the Delaware General Corporation Law (the “DGCL”) to create safe harbors for transactions involving directors, officers and controlling stockholders and to limit both the documents subject to and the purposes of books and records requests.

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).

In early March 2024, the U.S. Securities and Exchange Commission (“SEC”) finalized its climate-related disclosures rule (The Enhancement and Standardization of Climate-Related Disclosures for Investors) (the “Final Rule”).

On January 7, 2025, Vice Chancellor Glasscock issued a 68-page post-trial decision in Manti Holdings, LLC v. The Carlyle Group Inc., in which he rejected plaintiffs’ claims of breach of fiduciary duty in connection with the sale of Authentix Acquisition Company, Inc. (“Authentix” or the “Company”) to private equity firm Blue Water Energy LLP (“BWE”) in September 2017.

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.

On September 1, 2024, a notable change occurred in the Texas legal landscape with the official launch of the new Texas Business Court. Created through House Bill 19, which was signed into law on June 9, 2023, these 11 civil courts aim to provide a specialized venue for trials, specifically those resolving significant, complex commercial disputes. They also seek to streamline cases away from the burdened district courts.

In recent months, the Delaware Court of Chancery has decided four significant cases regarding merger agreement earnout provisions.

In granting certiorari in Facebook Inc. v. Amalgamated Bank and Nvidia Corp. v. E. Ohman J:or Fonder AB, the U.S. Supreme Court signaled its intention to provide further guidance concerning application of the heightened standard for pleading private securities fraud claims mandated by the Private Securities Litigation Reform Act.

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.

Over the last few months, the U.S. Securities and Exchange Commission (“SEC”) discretely disbanded the Climate and ESG Taskforce  (“ESG Task Force”) of its Division of Enforcement.