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On March 12, 2025, the SEC’s Division of Corporation Finance issued a no-action letter providing interpretive guidance with respect to the requirement to verify a purchaser’s accredited investor status in a Rule 506(c) offering under Regulation D.

The U.S. Securities and Exchange Commission (SEC or Commission) has taken a critical step toward dialing back the Climate-Related Disclosures for Issuers Rule (Climate Rule) which was promulgated under the Biden-Harris administration and immediately challenged in litigation. On February 11, 2025, SEC Acting Chair Mark Uyeda issued a statement explaining that he directed SEC staff to request the U.S. Court of Appeals for the Eighth Circuit not to schedule oral arguments on the challenge to the Climate Rule until the Commission decides whether to continue defending it. Although the views of the new administration made this policy reversal foreseeable — if not inevitable — it is still a significant development. Regardless of this policy change, registrants and securities practitioners should be cognizant that existing regulation will continue to apply and require disclosures of material information, events, and risks that fall within environmental, social, and governance (ESG) categories like climate risk.

On January 15, 2025, the SEC approved, on an accelerated basis, a proposed rule change to amend Section 802.01C of the NYSE’s Listed Company Manual (Manual) to restrict the use of reverse stock splits to regain compliance with NYSE price criteria under specified circumstances.

On December 11, 2024, a closely divided Court of Appeals for the Fifth Circuit in Alliance for Fair Board Recruitment v. SEC (5th Cir.; 12/24), in a 9 to 8 en banc decision, struck down NASDAQ’s board diversity rules. The 5th Circuit majority held that the SEC exceeded its authority when it approved such rules, stating that “ … the diversity rules cannot be squared with the Securities Exchange Act of 1934.” The Court found that the diversity rules were not a disclosure requirement, but “a public-shaming penalty for a corporation’s failure to abide by the Government’s diversity requirements.” 

Kathleen Harris, head of Arnold & Porter’s London office, was recently featured in City AM’s article, “The head of Arnold & Porter’s London office on reaching potential.” 

Tracy Belton, co-chair of the firm’s global Mergers & Acquisitions practice, was recently quoted in the Law360 article, “Fed's Surprise Rate Cut Gives M&A Markets Needed Relief.” 

Last year, the Texas State Legislature created a new trial court — the Texas Business Court — and a new intermediate appellate court — the Fifteenth Court of Appeals. Both will begin operating on September 1, 2024, and are intended to create a statewide, specialized court system to adjudicate complex business disputes. Additionally, the Fifteenth Court will provide an exclusive, statewide track for appeals in many cases by or against the state, or involving challenges to the constitutionality or validity of state laws. Companies are weighing how these new courts impact litigation strategy, forum selection clauses for major contracts and transactions, and corporate governance decisions.

Heightened political and investor scrutiny; increasing regulations, lawsuits and government investigations; and numerous employee interests regarding a wide range of ESG issues — all of it amounts to considerable pressure on corporate boards and management to balance the implementation of ESG-related objectives while managing ESG-related risks.

On August 1, 2024, the Department of Justice’s Criminal Division (DOJ) launched its highly anticipated whistleblower awards program. As we previously covered, Deputy Attorney General (DAG) Lisa Monaco unveiled the anticipated program this March at the ABA’s White Collar Crime Conference, after which DOJ commenced a “policy sprint” to develop the program’s bounds. The details have now arrived: a three-year pilot program, called the “Corporate Whistleblower Awards Pilot Program” (Pilot Program), that will compensate whistleblowers who provide original information to DOJ about certain types of corporate misconduct if that information leads to a successful forfeiture. According to DOJ, the Pilot Program fills gaps in existing whistleblower programs, including those maintained by other federal agencies, by addressing certain areas of corporate misconduct those programs do not cover. The Pilot Program goes into effect immediately.