Vinson & Elkins

As New Administration Revamps the Law Enforcement Toolkit By Vinson & Elkins For more than twenty years, the North American Free Trade Agreement (“NAFTA”), and later, the United States‑Mexico-Canada Agreement (“USMCA”), have facilitated cross-border trade and investment among the United States, Mexico, and Canada through the elimination of virtually all financial barriers to trade. NAFTA and […]

New Administration Revamps the Law Enforcement Toolkit. By Ephraim (Fry) Wernick, G. Zachary Terwilliger, Palmina Fava, Brian L. Howard II, Peter T. Thomas, and Katherine Galvin, Vinson & Elkins. Among the drumbeats of rapid pronouncements and policy shifts since January 20, 2025, the Trump Administration recently issued a 180-day pause on new investigations and enforcement […]

After little more than a week in office, there is still plenty of speculation, but priorities of the Trump 2.0 Administration are becoming more concrete.  Issuance of three energy-focused Executive Orders (Unleashing American Energy; Declaring a National Energy Emergency; and Unleashing Alaska’s Extraordinary Resource Potential), an energy-focused Presidential Memorandum,1 and other Executive Orders impacting the regulatory landscape more broadly2 have […]

Via Executive Order. 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”) […]

Proliferation of DOJ Whistleblower Policies Invites Harmonization by the Trump Administration. By Ephraim (Fry) Wernick, Brian L. Howard II, Daniel T. Wallmuth, Peter T. Thomas, and Alexander Sprenger, Vinson & Elkins As Donald J. Trump prepares to begin his second presidential administration on January 20, 2025, many Department of Justice (“DOJ”) priorities and policies are likely to change. One […]

Vinson & Elkins The incoming Trump administration is expected to make several policy changes likely to impact tech transactions. President-elect Donald Trump has promised to reduce regulation and cut federal bureaucracy, which he says have suppressed innovation, increased the cost of goods, and caused jobs to shift oversees. He has touted an “America First” focus […]

By Jon Solorzano, Jason Halper, and Kelly Rondinelli, Vinson & Elkins. With Trump’s impending inauguration, significant shifts in Environmental, Social, and Governance (ESG) policies domestically are expected, as is the overall cultural and corporate mood for ESG. Companies can anticipate a rollback of Biden-era ESG regulations, prioritizing economic growth over environmental concerns. Corporate ESG efforts are expected to […]

By: Vinson & Elkins.   The incoming Trump Administration is expected to prioritize the rollback of Biden-era endangered species regulations, aiming to reduce the regulatory burden on land-intensive businesses and enhance energy independence. This shift may involve reinstating Trump-era rules that limit critical habitat designations and economic considerations in listing decisions. As these changes unfold, businesses […]

Council on Environmental Quality and Environmental Reviews under the National Environmental Policy Act. By: Brandon Tuck, George C. Hopkins, Patrick Traylor, Audrey Doane, and Justine Jia - Vinson & Elkins. In 2020, President-elect Donald Trump promised to ensure that “America’s most critical infrastructure projects” would not be “tied up and bogged down by an outrageously slow and burdensome federal approval […]

By: Vinson & Elkins. Whenever the balance of power shifts in Washington, the legal and regulatory landscapes have historically been soon to follow. 2025 will be no different, and November’s Republican electoral sweep suggests that next year’s shift could be especially sharp. Operating with a trifecta but an extremely narrow House majority, new administration officials […]

Will Antitrust Regulators Keep Decentralized Cryptocurrency Competitive? By Vinson & Elkins As former President Trump returns to office, excitement is building in the blockchain and cryptocurrency industries, fueled by the administration’s early signals of support for digital assets and Web3 technologies, including the appointment of crypto advocate Paul Atkins to chair the Securities and Exchange […]

By Vinson & Elkins. 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 […]

By Vinson & Elkins. When President-Elect Donald J. Trump takes office on January 20, 2025, the U.S. Department of Justice (“DOJ” or the “Department”) is certain to be at the center of the action and conversation in Washington, D.C.—just as it was on January 20, 2017. Putting aside important questions about confirmations at the highest […]

By Vinson & Elkins. Proposed cybersecurity regulation may face changes or challenges in view of the incoming Trump administration that is intent on reducing the perceived regulatory burden on American companies and streamlining government operations. Still, the incoming administration is not likely to dismiss the importance of cybersecurity for the nation, but will aim to […]

Ephemeral Sweeps: President-Elect Trump’s SEC Expected to Abandon Probes into Use of WhatsApp and “Off-Channel” Messaging Platforms. by Vinson & Elkins 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 […]

DoD Releases Final CMMC Program Rule By Dave Johnson, Jeff Johnston, Zach Terwilliger, Jamie Tabb, Tyler Robinson, and Leslie Edelstein, Vinson Elkins   On October 15, 2024, the Department of Defense (“DoD”) released its final rule (the “Final Rule”) formally establishing the Cybersecurity Maturity Model Certification (“CMMC”) program, nearly three years after first announcing its plan for the initiative. In substance, the Final […]

For Making Misleading ESG Claims By Jason Halper, Rebecca Fike, Sara Brauerman, Jon Solorzano, Josh Rutenberg, and Lucia Kang*, Vinson & Elkins   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 […]

By Ryan Carney, Lina Dimachkieh, Natan Leyva, John Lynch, David Peck, Mary Alexander, Curt Wimberly, Miron Klimkowski, and Kathryn Fish*, Vinson & Elkins. On September 12, 2024, the Department of the Treasury (the “Treasury”) and the Internal Revenue Service issued long-awaited proposed regulations (89 FR 75062) (the “Proposed Regulations”) on the application of the corporate alternative minimum tax (the “CAMT”), which was enacted two years ago […]

A Vinson & Elkins’ Securities and ESG Update   Each quarter, our aim is to provide insights into notable developments in securities reporting and ESG-related issues that could have an impact on you or your company. Key Insights found throughout this issue include: 1. Decline in ESG Shareholder Proposal Support: Despite a record number of ESG shareholder proposals […]

What This Means for Enforcement of Corruption, Kickbacks and Gratuities Contributed by Vinson & Elkins On October 7, 2024, the U.S. Supreme Court declined to hear a case concerning the “willfulness” element of the Anti-Kickback Statute (the “AKS”). This decision leaves intact a recent Second Circuit holding, which established a high threshold for proving that […]

Losing Applicable Corporation Status Under the Corporate Alternative Minimum Tax. From Vinson & Elkins On September 12, 2024, the Department of the Treasury (the “Treasury”) and the Internal Revenue Service (the “IRS”) issued long-awaited proposed regulations (89 FR 75062) (the “Proposed Regulations”) on the application of the corporate alternative minimum tax (the “CAMT”), which was enacted two […]

Dispatch from Dublin. Vinson & Elkins. David Berkery, Vinson & Elkins partner and co-head of our Aviation Finance practice, talks through the firm’s venture into Ireland and the macrotrends shaping the industry. David, you’re leading Vinson & Elkins’ new aviation finance office, which opened in Dublin last week. Why this venture — and why now? […]

Selecting or Changing a Mark in the United States. by Vinson & Elkins. As part of our series on trademarks as critical assets for businesses, this article discusses the importance of selecting and clearing a new or altered trademark for use and registration in the United States. Trademark selection and clearance are essential steps for avoiding costly […]

On 19 July 2024, the European Union (EU) and the Republic of Serbia (“Serbia”) signed a Memorandum of Understanding (“MoU”) creating a strategic partnership on sustainable raw materials, battery value chains and electric vehicles.1 The MoU is grounded in the common need to tackle climate change, pursue the energy transition and secure a stable and diverse […]

On July 30, 2024, Meta Platforms, Inc. (formerly known as Facebook, Inc.) agreed to pay $1.4 billion to the State of Texas to settle a lawsuit alleging that Meta unlawfully captured and used biometric identifiers of millions of Texans without their consent. The settlement is one of the largest of its kind. Companies operating in […]

Why, and How to Build One Recent investment in clean-energy technologies has been nothing short of extraordinary. Fueled in part by generous government incentives designed to accelerate the transition to a lower-carbon economy, clean-energy projects around the world are set to draw more than $2 trillion in 2024 — 61% more than just five years before. If the […]

Oversold and Underdelivered 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 […]

For Texas Data Controllers and Processors Scope of the Texas Data Privacy and Security Act The Texas Data Privacy and Security Act (“TDPSA” or the “Act”) came into effect on July 1, 2024. The TDPSA applies to any person who (i) conducts business in the state of Texas or produces a product or service consumed by Texas […]

Many companies are considering or currently engaging in acquisitions or investments in startups and established providers of artificial intelligence (“AI”) technology. They see opportunities to leverage AI to build and improve their existing businesses or get into new markets. While AI may present extraordinary opportunities, risks abound. In the context of M&A and private equity […]

Part Three: Texas Judge Issues Limited Order Partially Blocking FTC Noncompete Rule As we previously addressed, on April 24, 2024, the Federal Trade Commission (“FTC”) voted to finalize its rule prohibiting businesses from entering into or enforcing non-compete clauses in nearly all agreements with workers (“FTC Rule”). The FTC Rule is scheduled to take effect September 4, 2024. […]

In a pair of orders issued this month, the U.S. Supreme Court signaled plans to provide further guidance in its upcoming Fall term concerning application of the heightened standard for pleading securities fraud claims mandated by the Private Securities Litigation Reform Act of 1995 (“PSLRA”). In the process, the High Court may resolve disagreements among […]

Since generative AI burst into the mainstream, companies have raced to capitalize on its extraordinary promise. But as with any technological frontier, this promise does not come without risks, and companies can expect to encounter them with greater frequency as AI’s role in the economy continues to grow. Vinson & Elkins works closely with clients […]

The story of artificial intelligence (“AI”) is one of technological promise and societal challenge, and its impact on the U.S. electric power grid is fast becoming a pivotal chapter. The promise is compelling. AI could revolutionize the electric industry, enhancing grid planning, permitting and siting, operations and reliability, and resilience, while helping accelerate progress toward […]

Greenwashing and Plastics: Getting Ahead of the Upstream Risks Consumer packaged goods companies know that sustainability sells. And in their efforts to market their products as sustainable, they’ve long contended with allegations of greenwashing—the practice of claiming their products are friendlier to the environment than they actually are. With these companies facing heavier pressure to […]

Amidst the government’s ongoing efforts to combat insider trading, a recent dismissal of criminal charges for insider trading gives new insight into this constantly evolving area of law. A federal judge recently dismissed criminal charges against eight social media influencers who allegedly ran a $100 million pump-and-dump scheme through their social media accounts.1 In December 2022, both the Securities and […]

The Kingdom of Saudi Arabia has embarked on a significant legal reform with the introduction of its first Civil Transactions Law (the “Civil Code”), which took effect on December 16, 2023. By codifying key legal principles, the new law marks a significant stride towards modernising the Kingdom’s legal system. In this article for Law Middle East, […]

On 22 February 2024, the UK government confirmed the UK’s withdrawal from the Energy Charter Treaty (ECT), blaming a failure of efforts to modernise the treaty and align it with net zero aims. The UK joins nine EU member states, including France, Spain, and Germany, in withdrawing from the treaty. The ECT is a multilateral […]

While 2022 showed that the sustainable debt market is not impervious to overall economic slow-down (particularly in the capital markets), 2023 demonstrated its resiliency, even in a high-interest rate market. Notwithstanding increasing undercurrents of greenwashing concerns and skepticism, banks, investors and companies continue to turn their attention to environmental, social and governance (ESG) factors in […]

On February 28, 2024, President Joe Biden issued a landmark Executive Order titled “Preventing Access to Americans’ Bulk Sensitive Personal Data and United States Government-Related Data by Countries of Concern” (the “Order”). The regulations stemming from the Order are far from final or effective, but the Order itself and the DOJ’s recently published advanced notice of proposed rulemaking (“ANPRM”) […]

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. The Final Rule, which becomes effective 60 days after its publication in the Federal Register, requires publicly listed U.S. companies and foreign private issuers to disclose certain climate-related […]

Opportunities, Risks and Conflicts for Japanese Contractors to Consider When Taking Equity in a Project Japanese heavy-industries companies that typically act as contractors or suppliers on projects are increasingly invited to contribute as equity investors in the projects they construct or supply major equipment to, thereby taking a role as a project sponsor while also […]

Global air travel traffic (measured in revenue per kilometers (RPKs)) begins 2024 in line with pre-COVID highs. Certain markets, such as US domestic and intra-European have already surpassed pre-COVID levels and despite some lingering headwinds there are real causes for optimism globally that air travel passenger demand is back and new heights will be reached […]

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. The plaintiffs filed suit in the U.S. District Court for the Central District of California, arguing that the Climate […]

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 […]

Recent headlines have been dominated by rapid developments in generative artificial intelligence, and a number of startups are positioning themselves to offer new tools to the legal industry making use of this groundbreaking technology. While these developments may change legal practice going forward, machine learning and other powerful algorithms already play a huge role in […]

On December 18, 2023, the Federal Trade Commission and U.S. Department of Justice (the “Agencies”) jointly released new Merger Guidelines (the “Guidelines”), setting forth the analytical framework the Agencies will use to review proposed mergers and acquisitions. The Guidelines combine and replace the existing 2010 Horizontal Merger Guidelines and 2020 Vertical Merger Guidelines in one document. The […]

Jon Solorzano, Sarah Morgan, Matt Dobbins and Chloe Schmergel of Vinson & Elkins discuss environmental, social and governance matters for companies to consider in 2024. Corporate sustainability continues to evolve, and keeping pace in 2024 means confronting five big questions. For proponents of ESG (environmental, social & governance), 2023 might have felt like a big setback. Asset management giants scaled […]

On November 17, 2023, the Department of the Treasury (“Treasury”) and the Internal Revenue Service (the “Service”) issued proposed regulations [REG-132569-17] regarding the definition of “energy property” and related rules applicable to the energy credit (the “Proposed Regulations”) available under section 48 of the Internal Revenue Code of 1986, as amended (the “Code”).1 Additionally, the Proposed […]

Distribution waterfalls are ubiquitous in the private investment world. They determine participation in cash flows or profits that is not in proportion to invested capital such as the incentive element (aka “promote” or “carry”) of equity arrangements. While the basic concept remains the same across investment funds and portfolio companies, the implementation and details frequently […]

On November 27, 2023, the New York State Department of Financial Services (“DFS”) and First American Title Insurance Company (“First American”) entered into a consent order1 that resolved litigation over First American’s cybersecurity practices. Though the associated fine ($1 million) was relatively small, the order serves as a reminder to all organizations that simply having cybersecurity […]

Key Takeaways: The Internal Revenue Service (“IRS” or “agency”) will be auditing 75 of the largest partnerships, including hedge funds, real estate investment partnerships, publicly traded partnerships, and law firms, in addition to conducting 500 compliance audits of partnerships across industries These audits will be heavily coordinated and will use data analytics, including Artificial Intelligence […]

The UK has announced that it will review its membership of the Energy Charter Treaty (the “ECT” or “Treaty”) if there is no agreement on modernisation by November 2023. This announcement comes after a second vote on modernisation, previously scheduled for April 2023, was postponed. The UK and EU had been key drivers in the modernisation of […]

As public companies anticipate the Securities and Exchange Commission’s (“SEC”) final climate disclosure rules, which are expected to be released sometime fourth quarter of 2023, California has beaten the federal government to the punch. On September 12, 2023, the California State Senate passed the Climate Corporate Data Accountability Act (SB 253) (“CCDAA”) which could quickly affect many companies […]

The latest report from Vinson & Elkins, The Evolving Role of ESG in M&A: Balancing Risks and Opportunities, addresses how environmental, social, and governance (ESG) considerations should be incorporated into every merger & acquisition transaction. The report analyzes five areas where ESG issues can impact M&A deals, from the initial stages of identifying targets, conducting due diligence […]

As we inch closer to potentially unlocking a treasure trove of minerals on the ocean floor, all eyes are on the UN-body International Seabed Authority (ISA). In this article, Louise Woods and Elena Guillet discuss the financial regime of deep-sea mining. The ISA needs to finalise the rules governing deep-sea mining in international waters, known in legal terms as […]

Latest Attack on the Federal Honest Services Fraud Statute Earlier this month, a federal judge vacated two convictions related to the Department of Justice’s (“DOJ”) investigation into corruption in international soccer, widely known as the “FIFA Case.”1 Despite the jury’s findings that the defendants were guilty of honest services fraud for their involvement in bribery and […]

On September 18, 2023 the UK Competition and Markets Authority (“CMA”) published its initial report regarding competition and consumer protection issues implicated by artificial intelligence (“AI”) foundation models (the “CMA Report”). The CMA Report makes clear the UK agency’s intent to engage in proactive regulation of AI technology and vigorous enforcement at a time when legislators and […]

Carbon capture and sequestration (“CCS”) projects represent a critical pillar in many companies’ strategies to navigate the low-carbon transition. However, the U.S. Environmental Protection Agency’s (“EPA”) delays in issuing permits authorizing CCS projects has hampered development. This permitting logjam includes both EPA’s direct issuance of permits and its review and approval of individual states’ applications […]

As the world transitions to a decarbonised energy system, hydrogen has become a clear front-runner as a potential transition and post-carbon fuel source. There has been a surge in interest in hydrogen produced by renewable energy, known as green hydrogen, or produced from traditional fossil fuels but coupled with carbon capture technology, known as blue […]

In advance of its September 8, 2023 board meeting, the California Privacy Protection Agency (“CPPA”), the state’s privacy regulatory body, has unveiled draft regulations that could significantly impact cybersecurity protocols, artificial intelligence (“AI”), and automated decision-making practices. Though these draft regulations are still under discussion and haven’t been officially implemented, it’s crucial for businesses to understand what […]

The second part of 28th Session of the International Seabed Authority’s Council continues in Jamaica with the international community lying anxiously in wait. One major international actor is notably absent from the discussions: the United States. Like a number of other states, the U.S. has signed but not ratified the 1982 UN Convention on the Law […]

Securing a carbon-neutral future requires seismic shifts across the global energy system. And as a versatile, powerful energy carrier, hydrogen promises to play a vital role. But fulfilling this promise won’t be easy, and doing so will depend largely on an ability to conceive forward-thinking low-carbon hydrogen projects, attract financing for them, and deliver them […]

On July 12, 2023, Vinson & Elkins counsel Jon Solorzano, former Senior Director, Legal and Corporate Development for The Clorox Company, joined Pam Cone of Amity Advisory for “ESG: Balancing Priorities at the Leadership Level.” Practicing Law Institute produced the program, and more than 350 lawyers registered, representing many of the country’s largest corporations. At Clorox, […]

In this V&E+ interview, Lawrence and Patrick share their thoughts on the 2023 proxy season, peacetime preparation for activism defense, and the HBO show that no one could seem to stop talking about. The 2023 proxy season just wrapped up. What did we learn? Lawrence: Data from some of the latest annual meetings is still trickling in, […]

As set out in our previous alert Pivotal Year for Deep-Sea Mining, the deep seabed is rich in mineral concretions containing cobalt, nickel, copper and manganese called polymetallic nodules. A vast number of these nodules are located in the seabed beyond national jurisdiction (the “Area”) an area addressed in the 1982 United Nations Convention on the […]

At the conclusion of a hotly contested Texas 88th Regular Legislative Session, the Texas Legislature has passed, and Governor Abbott has signed into law, two major pieces of legislation that could have substantial impacts on the Texas electric grid and energy market. The two bills, Senate Bill (“SB”) 2627, and House Bill (“HB”) 1500, comprise the second […]

The drumbeat of opposition to non-compete agreements is getting even louder, as New York is now poised to enact a law that, if passed, would create sweeping prohibitions against non-competes in that state. This continues a trend in which the Federal Trade Commission (“FTC”) announced a proposed rule to ban non-competes at the federal level, and several […]

Texas will soon join the growing list of states that have passed comprehensive data privacy legislation. House Bill 4, the Texas Data Privacy and Security Act (“TDPSA” or the “Act”), has a broad reach and will apply to all businesses operating in Texas or selling products or services to Texas residents and collecting personal information […]

Investment, Incentives, and Collaboration Hydrogen can play a vital role in the transition to a carbon-neutral economy, and momentum for it has never been stronger. Both governments and companies see the enormous potential of low-carbon hydrogen for storing energy, for powering a wide array of applications, and for reducing greenhouse gas emissions, especially where doing […]

While employers wait to see whether, and to what extent, the Federal Trade Commission enacts its proposed rule banning non-competes, the Office of the General Counsel for the National Labor Relations Board (the “NLRB”) has joined the fray, denouncing the legality of restrictive covenants. On May 30, 2023, Jennifer A. Abruzzo, General Counsel of the […]

Final rules to modernize share repurchase disclosure will go into effect for the first periodic report that covers the first full fiscal quarter that begins on or after October 1, 2023. For calendar-year companies, that first report will be the Form 10-K filed in early 2024 for fiscal year 2023. In summary, the new rules […]

Transitioning to a carbon-neutral economy will require meaningful commitment and action from nearly every major industry. Automakers must electrify much of their fleets. Farmers must adopt climate-smart practices that help soil store more carbon. Miners must ramp up output to meet soaring demand for raw materials. It’s a list that could stretch for pages. But […]

On April 28, 2023, U.S. District Judge Victor A. Bolden issued the latest blow to the Department of Justice’s (“DOJ”) efforts to criminally prosecute individuals who engage in “no-poach” agreements by granting the defendants’ motion for judgment of acquittal. The DOJ had charged the defendants with entering into a conspiracy “to suppress competition by allocating employees in […]

At long last, the U.S. Environmental Protection Agency (“EPA”) is poised to grant Louisiana authority to issue Class VI permits under the federal Safe Drinking Water Act’s (“SDWA”) Underground Injection Control (“UIC”) program for long-term carbon capture and sequestration (“CCS”). EPA’s proposed approval will be subject to a 60-day comment period following its publication in the Federal […]

On April 3, 2023, in Ironburg Inventions Ltd. v. Valve Corp., Nos. 21-2296, 21-2297, 22-1070 (Fed. Cir. Apr. 3, 2023), the Federal Circuit for the first time defined the standard for determining the scope of estoppel set forth in 35 U.S.C. § 315(e)(2) for prior art that was not raised in an inter partes review (“IPR”) petition. Under […]

On March 3, 2023, the Department of Justice (“DOJ”) issued long-awaited guidelines on how it will evaluate whether companies have implemented appropriate guidance and controls on the use of personal devices and third-party and ephemeral messaging platforms. That guidance allows for a fact-specific analysis rather than hard and fast rules — a welcome approach in this ubiquitous […]

On March 29, 2023, California’s Office of Administrative Law (OAL) approved the California Privacy Protection Agency (CPPA) Board’s initial package of regulations under the California Privacy Rights Act (CPRA). The final CPRA regulations (“CPRA Regulations”) cover a wide array of topics including consumer rights, business’s obligations in handling personal information, user interface design, sharing of information with […]

What is meta-discovery? Discovery on discovery, or meta-discovery, is discovery directed at the manner and methods that opposing counsel used to locate, preserve, search, review, and produce relevant information. Examples of such requests include: A copy of the party’s document preservation policy A copy of the party’s litigation hold A copy of the party’s document […]

Sharing competitively sensitive information can carry antitrust risks in certain situations. Recently, the Antitrust Division of the U.S. Department of Justice indicated that it will take an increased interest in challenging information sharing as a potential antitrust violation in the health care sector and, possibly, other industries. While the division’s enforcement focus appears to be […]

On February 9, 2023, the Securities and Exchange Commission (“SEC”) announced settled charges against Payward Ventures, Inc. and Payward Trading, Ltd. (together, “Kraken”) for failure to “register the offer and sale of their crypto asset staking-as-a-service program[.]”1 This enforcement action raises new questions — and has even spurred criticism from within — about the SEC’s chosen […]

Artificial intelligence (“AI”) is revolutionizing the workplace, and bringing with it unique cybersecurity challenges. With the increased prominence of AI also comes the need for new cybersecurity approaches. As AI models are increasingly used in critical applications such as finance, health care, and national security, the potential for cyber-attacks targeting these systems is growing. The […]

After 18 months of numerous workshops, drafts, and discussions, the National Institute of Standards and Technology (“NIST”) published its inaugural AI Risk Management Framework (the “AI Framework”) in January 2023. Over the last year, artificial intelligence (“AI”) has become the hot topic of conversation. Recent breakthroughs in generative AI are driving this surge in popularity, giving AI systems the […]

Through Council Regulation (EU) 2022/328 of February 25, 2022, the European Union introduced new sanctions relating to, among other things, Russian aggression in Ukraine. The regulation amended Regulation (EU) No 833/2014 to introduce a raft of new prohibitions, with the new Article 3c most relevant to aircraft leasing and financing. Pursuant to Article 3c, among […]

As a result of ongoing discussions, the European Parliament and the Council of the European Union announced on December 13, 2022, that a provisional agreement had been reached to implement a European Union (“EU”) Carbon Border Adjustment Mechanism (“CBAM”) beginning on October 1, 2023. The CBAM, the first of its kind, is designed to mitigate the risks […]

Epic Games, Inc. (“Epic”) agreed to pay a combined $520 million in two “record-breaking settlements” on Monday. The settlements resolve alleged violations of both the Federal Trade Commission Act (the “FTC Act”) and the Children’s Online Privacy Protection Act (the “COPPA Rule”). Epic Games, Inc. (“Epic”) agreed to pay a combined $520 million in two […]

On December 14, 2022, the Securities and Exchange Commission (“SEC” or the “Commission”) announced charges against eight social media influencers in a $100 million securities fraud scheme, alleging that they manipulated the market through an arrangement of coordinated misrepresentations to their thousands of followers on Twitter and Discord (an instant-messaging social platform). The defendants in […]

Courts Remain Split on Release Provisions Third-party release provisions are a common feature of almost every chapter 11 plan in large bankruptcy cases. Despite this, there has long been a split among bankruptcy courts and Circuit Courts of Appeal on the scope and permissibility of such third-party release provisions. With the recent wave of large, […]

Just eight weeks after former Chancellor Kwasi Kwarteng unexpectedly announced the largest package of tax cuts implemented in the UK since the 1970s, the UK Government has now effectively gone into full reverse following new Chancellor Jeremy Hunt’s Autumn Statement, delivered on 17 November 2022, in which he announced a £55 billion combined package of tax […]

On October 31, 2022, the U.S. Department of Justice Antitrust Division (“DOJ”) announced that the president of a Montana paving and asphalt contractor, Nathan Nephi Zito, had pleaded guilty to one count of attempting to monopolize the highway crack-sealing services markets in Montana and Wyoming.1 The guilty plea marks the DOJ’s first criminal prosecution under Section […]

On October 25, 2022, a federal jury in Houston awarded a woman $365,000,000 in punitive damages and over $1,000,000 in compensatory damages, after finding that her employer had terminated her in retaliation for complaining about race discrimination. While this amount may not stand after appeal, the case and the sums at issue are notable. I […]

Following a highly negative response from the financial markets and the IMF, amongst others, to the UK Government’s “Growth Plan 2022” (released on 23 September 2022 by the then-new Chancellor Kwasi Kwarteng and summarised by us here) (the “Mini-Budget”), the replacement Chancellor Jeremy Hunt made an Emergency Statement on 17 October in which he announced, by […]

Here Comes the Fashion (Cybersecurity) Police: New York Attorney General Imposes Penalty for Mishandling of Consumer Data Breach On October 12, 2022, New York Attorney General Letitia James fined Zoetop Business Company, Ltd. (“Zoetop”), the owner of fast-fashion brands SHEIN and ROMWE, $1.9 million for mishandling a 2018 data breach and lying to the public […]

Don’t Forget the G: After Years of “Environmental” and “Social” Regulations and Enforcement, the SEC’s Recent Priorities Demonstrate a Focus on “Governance” The SEC has been busy under the Biden administration. From rulemaking to enforcement, the agency is pushing boundaries and expanding its reach into new and active areas of the market. Here, we provide […]

Demand for Narrowbody Aircraft Exceeds the Available Supply Outside of Asia, summer travel has seen a large recovery and this has coincided with a large uptick in demand for narrowbody aircraft by both airlines and lessors. Many airlines and lessors used the Covid-induced travel downturn as an opportunity to turnover their fleets to favor newer, […]

On September 15, 2022, the Department of Justice (“DOJ”) sued to block ASSA ABLOY AB’s (“ASSA ABLOY”) proposed $4.3 billion acquisition of the Hardware and Home Improvement division of Spectrum Brands Holdings Inc. (“Spectrum”). The Complaint, as well as a recent speech at the Georgetown Antitrust Law Symposium by Assistant Attorney General (“AAG”) Jonathan Kanter, reflects a number of merger […]

On August 24, 2022, California Attorney General Rob Bonta announced a settlement with Sephora, one of the largest cosmetic retailers in the world, to resolve allegations that the company illegally sold consumer data and violated the California Consumer Privacy Act (“CCPA”).1 The settlement was a result of an enforcement sweep the state conducted on online retailers in […]

In a recent Securities and Exchange Commission (“SEC”) enforcement action, the SEC concluded that a registered broker-dealer and investment adviser (the “Firm”) violated Rule 30 of Regulation S-P by failing to adopt sufficient policies and procedures governing decommissioning of data-bearing devices. During a decommissioning project in 2016, the Firm sold unwiped hard drives containing unencrypted […]

Against a backdrop of rising inflation and increasing concern about a “cost of living crisis” in the UK, the newly appointed Chancellor, Kwasi Kwarteng, laid out the Government’s plans for growing the UK economy in his “Growth Plan 2022”, released 23 September 2022. This “mini-Budget” included the announcement of what will be the largest package […]

On July 27, 2022, the Federal Trade Commission (“FTC”) voted 3-2 to sue in federal district court to block Meta Platforms, Inc.’s (“Meta”) acquisition of Within Unlimited, Inc. (“Within”), a virtual reality (“VR”) app developer. In authorizing the complaint, the commissioners took the unusual step of overruling an FTC staff recommendation to close the agency’s investigation. Further, the two Republican […]

It has been over a year since the Colonial Pipeline cybersecurity incident, and the Department of Homeland Security’s Transportation Security Administration (“TSA”) continues to issue cybersecurity directives to owners and operators of critical pipelines and liquified natural gas facilities. On July 21, 2022, the TSA issued its Security Directive Pipeline-2021-02C (the “Third Directive”). The Third […]

Historically, companies gave little thought to antitrust considerations when they developed environmental, social, and governance (“ESG”) goals and plans. Recently, this has changed. As companies’ ESG efforts have begun to have more market impact, and especially as firms collaborate to implement ESG principles, companies and antitrust/competition authorities are asking whether ESG efforts could violate the […]

Renewable Reboot – The Inflation Reduction Act of 2022 Released as Senator Joe Manchin (D-WV) Changes Stance on Climate Change and Signals Support for Renewable Energy On July 27, 2022, only a few hours after the Senate approved a bipartisan semiconductor and technology package, Senator Manchin made a stunning and well-timed reversal of his prior […]

Global sales of electric vehicles (“EVs”) more than doubled in 2021 over 2020, from 3 million to 6.6 million, and sales were up 60% in the first quarter of 2022 over the same period in 2021.1 With this explosive growth in the EV market, an effective and reliable charging infrastructure will be in high demand. Financing […]

Offshore wind developers have poured billions of dollars into securing leases in state and federal waters in recent months, with many more billions to be spent developing wind assets to support ambitious state and federal goals for the energy transition. With this influx of new infrastructure spending and offshore lease sales, the offshore wind industry […]

On May 6, 2022, the Securities and Exchange Commission (“SEC”) announced a $5.5 million settlement of charges against NVIDIA Corporation (“NVIDIA”) for allegedly failing to adequately disclose in the Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) section of its Forms 10-Q the fact that cryptomining was a significant factor in […]

The Department of Justice (“DOJ”) issued a Comprehensive Environmental Justice Enforcement Strategy (“the Strategy”) on May 5, 2022, pursuant to President Biden’s January 2021 Executive Order on Tackling the Climate Crisis at Home and Abroad. The Strategy provides a roadmap for DOJ civil and criminal enforcement authorities, working alongside federal agencies such as the Environmental Protection Agency (“EPA”), […]

Beginning on May 15, 2022, New York City employers with more than four employees must state the minimum and maximum salary whenever they “advertise” a job, promotion, or transfer opportunity. While the law does not define what it means to “advertise,” the New York City Commission on Human Rights (“NYCHR”) has issued guidance stating that […]

Pursuant to the Foreign Investment Risk Review Modernization Act (“FIRRMA”), the Committee on Foreign Investment in the United States (“CFIUS”) now has authority to review non-controlling foreign investments in certain types of U.S. businesses that are involved with sensitive personal data of U.S. citizens, critical technology, or critical infrastructure. As part of this enhanced review […]

On March 9, 2022, the Securities and Exchange Commission (“Commission”) issued its much-anticipated proposed rule amendments which would mandate certain cybersecurity disclosures for public companies (“Proposed Rules”). If adopted, the Proposed Rules could have a meaningful impact on the current and periodic reporting process, and complicate incident response, by requiring companies to disclose (i) any material […]

  Much has been said about the need for countries and companies to build a low-carbon global economy.1 Multiple estimates of the amount of capital that will be needed to fund the energy transition over the next several decades are stunning, putting the number at or above $100 trillion.2 Cognizant of the enormous task — and opportunity […]

The Department of Justice (“DOJ”) recently signaled a possible shift in its antitrust merger review and remedies practice, moving away from a willingness to allow transactions to proceed through a divesture process. In his January 24, 2022 speech for the New York Bar Association’s Antitrust Law Section, Jonathan Kanter, the new assistant attorney general for the […]

Vinson & Elkins Construction Year in Review Hear their invaluable insights into some of the industry’s most crucial developments in the video. Topics discussed include the Supreme Court’s decision in Triple Point Technology Inc v PTT Public Company Ltd, HKA’s CRUX report, Grenfell and cladding claims. View video here If you would like to discuss […]

CFIUS Adds New Zealand to Excepted Foreign States List and Finalizes Additional Time for Allies to Secure Excepted Foreign State Status The Committee on Foreign Investment in the United States (“CFIUS”) earlier this month released a fact sheet announcing updates on excepted foreign states determinations, including the addition of New Zealand to CFIUS’s excepted foreign states list, […]

  Inside Baseball on Privilege Waiver: the Los Angeles Angels’ Recent Win Over Federal Prosecutors Serves a Welcome Reminder to Cover Your Bases and Protect Privilege in High-Profile Cases In a high-profile dispute between federal prosecutors and the Los Angeles Angels relating to criminal charges filed in the aftermath of a tragic overdose and death […]

By Ephraim (Fry) Wernick, Brian L. Howard II, Peter T. Thomas, Natalie Cardenas, and Eli Sterbcow With the holiday season upon us, companies waiting for a nice surprise this Christmas are more likely to find a lump of coal in their stocking. In a series of recent announcements, Department of Justice (“DOJ”) officials have signaled a number of key changes […]

As widely reported by the press, it appears that the Build Back Better Act is at an impasse following Senator Joe Manchin’s statements that he would not vote for the bill. Our prior coverage can be found below: Senate Finance Committee Modifies Clean Energy Tax Proposals in Build Back Better Reconciliation Bill House Passes Build […]

EPA Announces Plans for Waste Rules That Could be a Stepping Stone to Drastically Expanding PFAS Liabilities. Overview Background: RCRA and CERCLA Regulation of “Hazardous” Substances and Waste Background on the Rulemakings Takeaway: EPA announced plans for two separate rulemaking processes that would expand liabilities for PFAS wastes. The first — a rulemaking process to […]

As the U.S. economy moves to electrify everything while decarbonizing the economy, batteries will become an increasing part of the energy mix. Ranging from new technologies that will enhance safety in electric vehicles to those that will enable utility storage, a wide variety of new technologies are on the horizon. See presentation here. The panel […]

The creation of a myriad of new public companies, through traditional IPOs and DeSPAC business combination transactions, focused on the energy evolution and clean energy is expected to dramatically increase, according to a new analysis from Vinson & Elkins. The report, entitled What’s Driving Transition Energy IPOs and SPAC Combinations?, examines the key factors that are […]

The amount of money invested in Environmental, Social and Governance (ESG) funds has increased exponentially in the past year, and as banks and investors increasingly turn their attention to ESG factors, companies are also increasing their focus on ESG. As part of this trend, ESG-type criteria are appearing with increasing prevalence in the bond and […]