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://energyinfrastructurepulse.sidley.com/wp-content/uploads/sites/7/2025/11/abstract-1.jpg400600Sidley Multisitehttps://sidley-goodlifesci-wordpress.onistaged.com/wp-content/uploads/sites/6/2022/03/sidleyLogo-e1643922598198.pngSidley Multisite2025-09-17 14:00:332025-09-17 14:00:33Texas Rising: Texas’ Rise as a Premier Domicile
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://sidley-goodlifesci-wordpress.onistaged.com/wp-content/uploads/sites/6/2022/03/sidleyLogo-e1643922598198.png00Sidley Multisitehttps://sidley-goodlifesci-wordpress.onistaged.com/wp-content/uploads/sites/6/2022/03/sidleyLogo-e1643922598198.pngSidley Multisite2025-09-08 14:58:462025-09-08 14:58:46The 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://sidley-goodlifesci-wordpress.onistaged.com/wp-content/uploads/sites/6/2022/03/sidleyLogo-e1643922598198.png00Chris Folmsbeehttps://sidley-goodlifesci-wordpress.onistaged.com/wp-content/uploads/sites/6/2022/03/sidleyLogo-e1643922598198.pngChris Folmsbee2025-08-25 23:22:212025-11-25 23:26:10Third 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://sidley-goodlifesci-wordpress.onistaged.com/wp-content/uploads/sites/6/2022/03/sidleyLogo-e1643922598198.png00Sidley Multisitehttps://sidley-goodlifesci-wordpress.onistaged.com/wp-content/uploads/sites/6/2022/03/sidleyLogo-e1643922598198.pngSidley Multisite2025-08-22 14:00:172025-08-22 14:00:17D.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://energyinfrastructurepulse.sidley.com/wp-content/uploads/sites/7/2025/11/MN-18268-Updated-Environmental-and-Energy-Brief-Blog-SOLAR-PANEL-ARRAY-FROM-ABOVE-1.jpg606833Sidley Multisitehttps://sidley-goodlifesci-wordpress.onistaged.com/wp-content/uploads/sites/6/2022/03/sidleyLogo-e1643922598198.pngSidley Multisite2025-08-20 18:32:502025-08-20 18:32:50Preferred Equity: A Capital Solution to Meet the Looming “PIS” Deadline
The California Air Resources Board (CARB) has proposed to repeal the High-Priority and Drayage components of the Advanced Clean Fleets (ACF) regulations. The proposal also includes changes to the Low Carbon Fuel Standard (LCFS) regulations and implements AB 1594 (flexibility for public utilities).
On July 23, 2025, the White House released “Winning the Race: America’s AI Action Plan” (“AI Action Plan”), outlining over 90 planned federal policy actions the Trump administration plans to implement to speed up artificial intelligence development across the United States. This rapid growth in domestic AI will result in an unprecedented U.S. demand for energy and require siting of significant electric generation assets to operate supporting infrastructure. Electricity demand from data centers represents a major new source of electricity demand and redundancy that will likely require a modernized approach to permitting and regulation to support sufficient growth on the Trump administration’s desired trajectory. For additional information on the impact of AI growth and the challenges of associated data center permitting, see Sidley’s blog posts here and here.
https://sidley-goodlifesci-wordpress.onistaged.com/wp-content/uploads/sites/6/2022/03/sidleyLogo-e1643922598198.png00Sidley Multisitehttps://sidley-goodlifesci-wordpress.onistaged.com/wp-content/uploads/sites/6/2022/03/sidleyLogo-e1643922598198.pngSidley Multisite2025-07-24 19:49:522025-07-24 19:49:52White House AI Action Plan Signals Environmental Regulation Reform for Data Centers
The California legislature recently passed SB 131 and AB 130, two bills designed to streamline environmental review under the California Environmental Quality Act (CEQA). While publicly touted as significant CEQA reform, the legal impact is more constrained, offering little relief for most industrial, commercial, or logistics-related development. SB 131 does, however, significantly expand the Governor’s discretionary power to designate certain large-scale private projects for streamlined CEQA treatment, offering potential opportunity for selected developers.
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
Hye Kyoung Lee
Houston
hye.lee@sidley.com
Stephen A. Neilson
Houston
stephen.neilson@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
Washington, D.C.
rdesper@sidley.com
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
CARB Proposes to Repeal Advanced Clean Fleets Regulation
The California Air Resources Board (CARB) has proposed to repeal the High-Priority and Drayage components of the Advanced Clean Fleets (ACF) regulations. The proposal also includes changes to the Low Carbon Fuel Standard (LCFS) regulations and implements AB 1594 (flexibility for public utilities).
(more…)
Maureen F. Gorsen
Century City
maureen.gorsen@sidley.com
Justin A. Savage
Washington, D.C.
jsavage@sidley.com
Caleb J. Bowers
Los Angeles
cbowers@sidley.com
Abigail Kuchnir
Chicago
abigail.kuchnir@sidley.com
White House AI Action Plan Signals Environmental Regulation Reform for Data Centers
On July 23, 2025, the White House released “Winning the Race: America’s AI Action Plan” (“AI Action Plan”), outlining over 90 planned federal policy actions the Trump administration plans to implement to speed up artificial intelligence development across the United States. This rapid growth in domestic AI will result in an unprecedented U.S. demand for energy and require siting of significant electric generation assets to operate supporting infrastructure. Electricity demand from data centers represents a major new source of electricity demand and redundancy that will likely require a modernized approach to permitting and regulation to support sufficient growth on the Trump administration’s desired trajectory. For additional information on the impact of AI growth and the challenges of associated data center permitting, see Sidley’s blog posts here and here.
(more…)
Samuel B. Boxerman
Washington, D.C.
sboxerman@sidley.com
Peter Whitfield
Washington, D.C.
pwhitfield@sidley.com
Brittany A. Bolen
Washington, D.C.
bbolen@sidley.com
Riley Desper
Washington, D.C.
rdesper@sidley.com
California’s CEQA Reforms Offer Narrow Exemptions — With One Powerful Exception
The California legislature recently passed SB 131 and AB 130, two bills designed to streamline environmental review under the California Environmental Quality Act (CEQA). While publicly touted as significant CEQA reform, the legal impact is more constrained, offering little relief for most industrial, commercial, or logistics-related development. SB 131 does, however, significantly expand the Governor’s discretionary power to designate certain large-scale private projects for streamlined CEQA treatment, offering potential opportunity for selected developers.
(more…)
David R. Carpenter
Los Angeles
drcarpenter@sidley.com
Maureen F. Gorsen
Century City
maureen.gorsen@sidley.com
Jack S. Yeh
Century CIty
jyeh@sidley.com
Caleb J. Bowers
Los Angeles
cbowers@sidley.com
Brooklyn Hildebrandt
Los Angeles
bhildebrandt@sidley.com
Resources
Meet the Team
Cliff W. Vrielink
cvrielink@sidley.com
Kenneth W. Irvin
kirvin@sidley.com
Tara Higgins
thiggins@sidley.com
Herschel T. Hamner III
hmamner@sidley.com
James MacArthur
james.macarthur@sidley.com
Raymond A. Atkins Ph.D.
ratkins@sidley.com
Kevin P. Lewis
klewis@sidley.com