While Delaware has long been regarded as the gold standard for corporate domiciles, boasting a well-established body of corporate law and a highly specialized Court of Chancery, the State of Texas has rapidly been working to close the gap.[1] This momentum has been sustained by the State’s statutory framework, practiced judicial restraint, and numerous socioeconomic incentives that come with operating in Texas. (more…)
https://environmentalenergybrief.sidley.com/wp-content/uploads/sites/4/2025/04/abstract-1.jpg400600Samantha C. Seleyhttps://goodlifesci.sidley.com/wp-content/uploads/sites/6/2022/03/sidleyLogo-e1643922598198.pngSamantha C. Seley2025-09-17 09:00:332025-09-17 09:39:30Texas Rising: Texas’ Rise as a Premier Domicile
The Trump Administration’s Spring 2025 Unified Agenda underscores the EPA’s central role in reshaping federal regulations. From PFAS standards to greenhouse gas rules and permitting reforms, the agenda highlights rollbacks of climate-related measures while introducing new compliance timelines. Companies should prepare now to engage on rules that will directly impact operations in energy, manufacturing, and beyond.
https://goodlifesci.sidley.com/wp-content/uploads/sites/6/2022/03/sidleyLogo-e1643922598198.png00Samuel B. Boxermanhttps://goodlifesci.sidley.com/wp-content/uploads/sites/6/2022/03/sidleyLogo-e1643922598198.pngSamuel B. Boxerman2025-09-12 11:36:102025-09-12 13:01:19Trump EPA Releases First Regulatory Agenda of Second Term – Key Takeaways and Timelines
The D.C. Circuit recently reversed EPA’s rescission of a 1990s rule that established an emergency affirmative defense under the Clean Air Act for Title V permit holders that exceed an emission limitation due to an emergency. Our team breaks down what this means for facilities facing unexpected emissions exceedances.
https://environmentalenergybrief.sidley.com/wp-content/uploads/sites/4/2025/05/Abstract-white.jpg400600Samuel B. Boxermanhttps://goodlifesci.sidley.com/wp-content/uploads/sites/6/2022/03/sidleyLogo-e1643922598198.pngSamuel B. Boxerman2025-09-10 14:51:312025-09-10 14:51:31D.C. Circuit Restores Emergency Affirmative Defense for Title V Permit Holders
On September 4, 2025 the National Highway Traffic Safety Administration (NHTSA) announced several planned rulemakings relating to autonomous driving systems as part of the Trump Administration’s Spring 2025 regulatory agenda. The Secretary of Transportation said: “The rules of the road need to be updated to fit the realities of the 21st century. Our changes will eliminate redundant requirements and bring us closer to a single national standard that spurs innovation and prioritizes safety.” The Department of Transportation’s regulatory agenda also has dozens of other items, including two notable actions on automatic emergency braking.
https://goodlifesci.sidley.com/wp-content/uploads/sites/6/2022/03/sidleyLogo-e1643922598198.png00Adam M. Ravivhttps://goodlifesci.sidley.com/wp-content/uploads/sites/6/2022/03/sidleyLogo-e1643922598198.pngAdam M. Raviv2025-09-08 09:58:462025-09-08 09:58:46The Department of Transportation’s Spring 2025 Regulatory Agenda: Big Announcements on Autonomous Vehicles and Automatic Emergency Braking
Delaware is widely recognized as the leading state for business incorporation, due largely to its comprehensive and well-established legal framework. Texas, however, was the first mover in one important area: divisive mergers. Divisive mergers are a statutory mechanism that allow businesses to divide into multiple entities and allocate assets and liabilities among them without, among other benefits, triggering contractual restrictions on assignment. They can facilitate restructurings, acquisitions, divestitures, or allocation of assets or liabilities, but must be approached carefully to avoid potential fraudulent claims and third-party challenges.
https://environmentalenergybrief.sidley.com/wp-content/uploads/sites/4/2025/01/AdobeStock_122457894-Generic-Blog.jpg350600Chris Folmsbeehttps://goodlifesci.sidley.com/wp-content/uploads/sites/6/2022/03/sidleyLogo-e1643922598198.pngChris Folmsbee2025-08-25 11:53:182025-08-25 11:53:18Third Party Claims to Divisive Mergers in Texas and Delaware
On August 1, 2025, the U.S. Court of Appeals for the D.C. Circuit upheld the U.S. Environmental Protection Agency’s (EPA) authority under the American Innovation and Manufacturing (AIM) Act to phase down hydrofluorocarbons (HFCs) through a cap-and-trade program. In IGas Holdings, Inc. v. EPA, No. 23-1261, a unanimous panel rejected constitutional and administrative law challenges from refrigerant industry members, finding that the AIM Act provides a clear “intelligible principle” to guide EPA’s allowance allocation. The Court also held that EPA’s decision to exclude 2020 market data from its allocation methodology was not arbitrary and capricious.
https://goodlifesci.sidley.com/wp-content/uploads/sites/6/2022/03/sidleyLogo-e1643922598198.png00Samuel B. Boxermanhttps://goodlifesci.sidley.com/wp-content/uploads/sites/6/2022/03/sidleyLogo-e1643922598198.pngSamuel B. Boxerman2025-08-22 09:00:172025-08-21 17:08:36D.C. Circuit Upholds U.S. EPA’s HFC Cap-and-Trade Program Under AIM Act
The One Big Beautiful Bill Act signed into law by President Trump on July 4, 2025 (the “OBBBA”) terminates the Section 45Y Clean Electricity Production Tax Credit (the “45Y PTC”) and Section 48E Clean Electricity Investment Tax Credit (the “48E ITC”) for wind and solar facilities that are placed in service (“PIS”) after December 31, 2027, except for those projects that begin construction by July 4, 2026. This significantly accelerates the timeline for sponsors and investors to bring projects online in order to maintain profitability of the project via tax credit sales.
https://environmentalenergybrief.sidley.com/wp-content/uploads/sites/4/2025/08/MN-18268-Updated-Environmental-and-Energy-Brief-Blog-SOLAR-PANEL-ARRAY-FROM-ABOVE.jpg606833Chris Folmsbeehttps://goodlifesci.sidley.com/wp-content/uploads/sites/6/2022/03/sidleyLogo-e1643922598198.pngChris Folmsbee2025-08-20 13:32:502025-08-25 12:08:50Preferred Equity: A Capital Solution to Meet the Looming “PIS” Deadline
On August 7, 2025, the North Carolina Business Court denied a motion to dismiss in North Carolina v. E.I. Du Pont de Nemours, affirming the Attorney General’s authority to pursue environmental and fraud claims related to PFAS and GenX discharges. The court held that the Attorney General’s common law authority to protect state natural resources remains intact despite the North Carolina General Assembly’s prior repeal of a statute that had explicitly authorized such enforcement. As PFAS regulation continues to expand across the country, this decision, if followed, would signal that companies involved in PFAS discharge may face liability under common law theories—even in jurisdictions lacking PFAS statutes or where statutory enforcement authority has been rolled back.
https://goodlifesci.sidley.com/wp-content/uploads/sites/6/2022/03/sidleyLogo-e1643922598198.png00Samuel B. Boxermanhttps://goodlifesci.sidley.com/wp-content/uploads/sites/6/2022/03/sidleyLogo-e1643922598198.pngSamuel B. Boxerman2025-08-19 09:42:362025-08-19 09:42:36North Carolina Court Upholds Attorney General’s Common Law Authority to Pursue PFAS Suit
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Texas Rising: Texas’ Rise as a Premier Domicile
While Delaware has long been regarded as the gold standard for corporate domiciles, boasting a well-established body of corporate law and a highly specialized Court of Chancery, the State of Texas has rapidly been working to close the gap.[1] This momentum has been sustained by the State’s statutory framework, practiced judicial restraint, and numerous socioeconomic incentives that come with operating in Texas. (more…)
Samantha C. Seley
Houston
sseley@sidley.com
Stephen A. Neilson
Houston
stephen.neilson@sidley.com
Trump EPA Releases First Regulatory Agenda of Second Term – Key Takeaways and Timelines
The Trump Administration’s Spring 2025 Unified Agenda underscores the EPA’s central role in reshaping federal regulations. From PFAS standards to greenhouse gas rules and permitting reforms, the agenda highlights rollbacks of climate-related measures while introducing new compliance timelines. Companies should prepare now to engage on rules that will directly impact operations in energy, manufacturing, and beyond.
Samuel B. Boxerman
Washington, D.C.
sboxerman@sidley.com
Brittany A. Bolen
Washington, D.C.
bbolen@sidley.com
Lauren E. DeCarlo
Chicago
lauren.decarlo@sidley.com
Riley Desper
Leena Dai
Washington, D.C.
leena.dai@sidley.com
D.C. Circuit Restores Emergency Affirmative Defense for Title V Permit Holders
The D.C. Circuit recently reversed EPA’s rescission of a 1990s rule that established an emergency affirmative defense under the Clean Air Act for Title V permit holders that exceed an emission limitation due to an emergency. Our team breaks down what this means for facilities facing unexpected emissions exceedances.
Samuel B. Boxerman
Washington, D.C.
sboxerman@sidley.com
Timothy K. Webster
Washington, D.C.
twebster@sidley.com
Brittany A. Bolen
Washington, D.C.
bbolen@sidley.com
Lauren E. DeCarlo
Chicago
lauren.decarlo@sidley.com
The Department of Transportation’s Spring 2025 Regulatory Agenda: Big Announcements on Autonomous Vehicles and Automatic Emergency Braking
On September 4, 2025 the National Highway Traffic Safety Administration (NHTSA) announced several planned rulemakings relating to autonomous driving systems as part of the Trump Administration’s Spring 2025 regulatory agenda. The Secretary of Transportation said: “The rules of the road need to be updated to fit the realities of the 21st century. Our changes will eliminate redundant requirements and bring us closer to a single national standard that spurs innovation and prioritizes safety.” The Department of Transportation’s regulatory agenda also has dozens of other items, including two notable actions on automatic emergency braking.
(more…)
Adam M. Raviv
Washington, D.C.
adam.raviv@sidley.com
Justin A. Savage
Washington, D.C.
jsavage@sidley.com
Third Party Claims to Divisive Mergers in Texas and Delaware
Delaware is widely recognized as the leading state for business incorporation, due largely to its comprehensive and well-established legal framework. Texas, however, was the first mover in one important area: divisive mergers. Divisive mergers are a statutory mechanism that allow businesses to divide into multiple entities and allocate assets and liabilities among them without, among other benefits, triggering contractual restrictions on assignment. They can facilitate restructurings, acquisitions, divestitures, or allocation of assets or liabilities, but must be approached carefully to avoid potential fraudulent claims and third-party challenges.
(more…)
Chris Folmsbee
Houston
cfolmsbee@sidley.com
Marcela Varela
Houston
marcela.varela@sidley.com
Enrrique Santa Cruz
Houston
esantacruz@sidley.com
D.C. Circuit Upholds U.S. EPA’s HFC Cap-and-Trade Program Under AIM Act
On August 1, 2025, the U.S. Court of Appeals for the D.C. Circuit upheld the U.S. Environmental Protection Agency’s (EPA) authority under the American Innovation and Manufacturing (AIM) Act to phase down hydrofluorocarbons (HFCs) through a cap-and-trade program. In IGas Holdings, Inc. v. EPA, No. 23-1261, a unanimous panel rejected constitutional and administrative law challenges from refrigerant industry members, finding that the AIM Act provides a clear “intelligible principle” to guide EPA’s allowance allocation. The Court also held that EPA’s decision to exclude 2020 market data from its allocation methodology was not arbitrary and capricious.
(more…)
Samuel B. Boxerman
Washington, D.C.
sboxerman@sidley.com
Brittany A. Bolen
Washington, D.C.
bbolen@sidley.com
Leena Dai
Washington, D.C.
leena.dai@sidley.com
Riley Desper
Preferred Equity: A Capital Solution to Meet the Looming “PIS” Deadline
The One Big Beautiful Bill Act signed into law by President Trump on July 4, 2025 (the “OBBBA”) terminates the Section 45Y Clean Electricity Production Tax Credit (the “45Y PTC”) and Section 48E Clean Electricity Investment Tax Credit (the “48E ITC”) for wind and solar facilities that are placed in service (“PIS”) after December 31, 2027, except for those projects that begin construction by July 4, 2026. This significantly accelerates the timeline for sponsors and investors to bring projects online in order to maintain profitability of the project via tax credit sales.
(more…)
Chris Folmsbee
Houston
cfolmsbee@sidley.com
Nisha Jain
Washington, D.C.
nisha.jain@sidley.com
Harvey Lou
Houston
harvey.lou@sidley.com
North Carolina Court Upholds Attorney General’s Common Law Authority to Pursue PFAS Suit
On August 7, 2025, the North Carolina Business Court denied a motion to dismiss in North Carolina v. E.I. Du Pont de Nemours, affirming the Attorney General’s authority to pursue environmental and fraud claims related to PFAS and GenX discharges. The court held that the Attorney General’s common law authority to protect state natural resources remains intact despite the North Carolina General Assembly’s prior repeal of a statute that had explicitly authorized such enforcement. As PFAS regulation continues to expand across the country, this decision, if followed, would signal that companies involved in PFAS discharge may face liability under common law theories—even in jurisdictions lacking PFAS statutes or where statutory enforcement authority has been rolled back.
(more…)
Samuel B. Boxerman
Washington, D.C.
sboxerman@sidley.com
Leena Dai
Washington, D.C.
leena.dai@sidley.com
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