Publications

Practice News: Simpson Thacher was recognized for Environmental, Social & Governance Risk, Crisis & Risk Management (Global-wide) by Chambers USA 2025. Emily Holland was named Vice-Chair of the ABA International Law Section’s Business & Human Rights Subcommittee for the 2025-2026 year. Emily Holland hosted a webinar in partnership with Sphera, “Supply Chain Due Diligence Through a Sustainable Procurement Lens,” on June 25. Emily Holland...

In late-breaking news this week, the Court of Appeals for the 8th Circuit struck down the FTC’s “click to cancel” rule just before its effective date of July 14, 2025 after finding flaws in the FTC’s rule-making process. At the Federal Trade Commission, some recent press releases have gotten attention for shedding light on the current administration’s priorities, but the business community should have other FTC activity on the radar. The FTC recently settled with financial services companies in...

On July 3, 2025, the U.S. Congress passed and, on July 4, 2025, President Trump promptly signed into law, the “One Big Beautiful Bill Act” (the “Act”), making sweeping changes to U.S. federal income tax credits provided to the clean energy sector that were enacted under the Biden administration as part of the Inflation Reduction Act of 2022 (the “IRA”). On July 7, 2025, President Trump then issued an executive order (the “Executive Order”) relating to the implementation of such changes (“Ending...

On June 23, 2025, Gov. Abbott signed in to law additional updates to Texas’ corporate and legal framework as part of the state’s continued focus on competing with Delaware as the “jurisdiction of choice” in which to domicile public and private business organizations. These updates supplement the significant amendments to the Texas Business Organizations Code (TBOC) enacted by the Texas Legislation on May 7 and discussed in our prior alert.[1] An overview of the supplemental legislation, which...

Practice News:  For a second year, Simpson Thacher was recognized for Impact Investing by Chambers USA 2025; Partners David A. Shevlin and John Bennett were also recognized. Partner Leah Malone was featured at the Practicing Law Institute’s full-day program “ESG 2025: What It Means for Boards, Management and Counsel” on June 10 in New York City. For more information, see here. Leah Malone and Counsel Emily Holland co-authored an article in Law360, “Calif. Air Board...

On June 11, 2025, the Securities and Exchange Commission (the “SEC”), together with the Commodity Futures Trading Commission (“CFTC”), voted to further extend the compliance date for the amendments to Form PF adopted on February 8, 2024 (the “Amendments”).[1] The original compliance date for the Amendments was March 12, 2025, and in January 2025, the SEC extended the compliance date to June 12, 2025.[2] As a result of yesterday’s extension, the new compliance date for the Amendments is October...

Background On June 9, 2025, Deputy Attorney General Todd Blanche published a memorandum (the “Memorandum”) establishing guidelines for investigations and enforcement actions brought by the Department of Justice (“DOJ”) under the Foreign Corrupt Practices Act (“FCPA”). The Memorandum implements President Trump’s February 10, 2025 Executive Order 14209, titled Pausing Foreign Corrupt Practices Act Enforcement to Further American Economic and National Security (the “Executive Order”), which...

In a first, the European Commission (“Commission”) has fined two food delivery companies EUR 329 million for unlawful information exchange and anticompetitive collusion to implement a no-poach agreement via their minority shareholdings in competing businesses.[1] This is the first time that the Commission has issued a fine for a no-poach infringement of Article 101 of the Treaty on the Functioning of the European Union (“TFEU”), and the decision marks a new phase of scrutiny by the Commission...

On May 30, 2025, Nevada Governor Joe Lombardo signed into law AB239, which is bipartisan legislation (the “New Legislation”) amending the Nevada Revised Statutes (“NRS”) governing Nevada corporate law. The Nevada State Bar’s Business Law Section, which put forward the New Legislation, explained that the goal of the legislation is to “help maintain Nevada’s competitive advantage as a leader in stable, predictable and common-sense corporate law.” Nevada has for many years had a strong statutory...

With initial reporting deadlines fast approaching under California’s climate reporting laws, SB 253 (the Climate Corporate Data Accountability Act) and SB 261 (the Climate-related Financial Risk Act), the California Air Resources Board (“CARB”) yesterday offered proposed directional guidance and revised timing for the publication of crucial regulations during a lengthy Virtual Public Workshop. CARB chair Liane Randolph communicated that while the state is committed to maintaining the reporting...

Background Section 1402(a)(13) of the Internal Revenue Code of 1986, as amended (the “Code”), excludes “the distributive share of any item of income or loss of a limited partner, as such” from earnings subject to U.S. federal self-employment tax (“SECA”). The Code does not define the phrase “limited partner, as such” for these purposes and certain taxpayers have taken the position that an individual is eligible for such SECA exception so long as it is a “limited partner” in a partnership under...

On May 22, 2025, the House of Representatives passed H.R. 1, the “One Big Beautiful Bill Act” (the “Bill”). Among its numerous proposed amendments to U.S. income tax law, the Bill would eliminate, for most future projects, the federal clean electricity production tax credit and clean electricity investment tax credit, which had each previously been expanded under the Inflation Reduction Act of 2022 (the “IRA”). The Bill also imposes broad “prohibited foreign entities” restrictions. These...

On April 17, 2025, the Supreme Court unanimously reversed and remanded the Second Circuit’s dismissal of an ERISA claim that was brought by plan participants alleging that their employer and other plan fiduciaries violated §1106(a)(1)(C) [1] by causing the plans to engage in prohibited transactions for recordkeeping services. Cunningham v. Cornell Univ., 145 S. Ct. 1020 (2025) (Sotomayor, J.). The Second Circuit had held that “the exemptions to §1106(a)’s prohibited transactions contained in...

Introduction In a major development, the Staff of the Division of Trading and Markets of the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) released a new set of Frequently Asked Questions (the “FAQs”) designed to provide further guidance concerning the application of the federal securities laws to crypto asset activities involving broker-dealers and transfer agents.[1] The SEC Staff and FINRA Staff also withdrew their 2019 Joint Staff Statement on Broker-Dealer Custody...

Practice News: Sustainability and ESG Partner and Practice Lead Leah Malone moderated a panel at the 13th Private Equity New York Forum, “Sustainable Investing: Strategies for Long-Term Success,” on May 14. Sustainability and ESG Counsel Emily Holland spoke on ESG & sustainability regulatory developments, shifts and decentralization to sustainability professionals in the Trellis Network on May 13. Emily Holland presented on an ABA Business Law Section Spring Meeting Corporate...