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On May 14, 2025, Texas Governor Abbott signed Senate Bill 29 (“S.B. 29”) into law, significantly reforming the Texas Business Organizations Code (“TBOC”) to promote Texas as a preferred state of incorporation for both public and private companies.

Zachary Swartz outlines how in-house legal teams can proactively guide their companies through today’s heightened economic, geopolitical, and regulatory volatility, offering practical strategies to manage risk, maintain stability, and ensure clear communication amid uncertainty.

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).

As we previously discussed and in alignment with the U.S. Treasury Department’s previous announcement, on March 21, 2025, the Financial Crimes Enforcement Network (“FinCEN”) issued an interim final rule that dramatically narrows the reporting requirements for beneficial ownership information (“BOI”) under the Corporate Transparency Act (“CTA”).

The past few years have seen concerted efforts — both domestically and globally — advancing the reporting and disclosure of various climate- and sustainability-related metrics by businesses and investors.

Katherine Frank, Robert Kimball, and Christopher Rowley examine the rising appeal of Texas as a jurisdiction for U.S. corporations, comparing it to Delaware’s established dominance in corporate law.

On February 27, 2025, the Financial Crimes Enforcement Network (“FinCEN”) announced a suspension of enforcement actions related to the Corporate Transparency Act (“CTA”).

The Wall Street Journal reported on January 31, 2025, that Meta Platforms Inc. (formerly Facebook) (NASDAQ: META) was considering a change of its state of incorporation from Delaware to Texas.

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 December 18, 2024, the Department of Justice (the “DOJ”) announced that Tencent Holdings Ltd. (“Tencent”) had removed two directors from the board of Epic Games, Inc. (“Epic”) and relinquished its right to unilaterally appoint directors to Epic’s board going forward.