Our recent Client Alert provides an overview of significant Delaware law developments of late.  The alert describes the Delaware Supreme Court’s ruling addressing controlling stockholder conflicts of interest in In re Match Group, Inc. Derivative Litigation, which will prove consequential in many transactions involving companies with large stockholders. In

Continue Reading Recent Delaware Law Developments and Proposed Legislative Responses

Our recent Client Alert discusses that on April 4, 2024, the U.S. Securities and Exchange Commission (SEC) published an order staying the final climate-related disclosure rules[1] pending completion of judicial review of the consolidated legal challenges in the U.S. Court of Appeals for the Eighth Circuit. Notwithstanding the stay

Continue Reading SEC Pauses Climate-Related Disclosure Rules Amid Legal Challenges

On March 6, 2024, the U.S. Securities and Exchange Commission (SEC) voted to adopt final rules requiring disclosure of climate-related information in registration statements and annual reports, by both domestic registrants and foreign private issuers. The final rules are comprehensive, detailed, and intended to encourage consistent comparable, and reliable disclosure of climate-related information.Continue Reading Webinar Recording Now Available | The SEC’s Climate-Related Disclosure Rules

Our recent Client Alert discusses the order issued late last week by the U.S. Court of Appeals for the Fifth Circuit, temporarily staying the SEC’s new climate-related disclosure rules. In light of this development, we have moved our webinar to next week. It will now be held on Wednesday

Continue Reading Fifth Circuit Court of Appeals Stays the SEC’s New Climate-Related Disclosure Rules; Updated Climate-Related Rules Webinar Date

Join Wilson Sonsini for a webinar on Tuesday, March 19, 2024, from 1:00 p.m. – 2:00 p.m., Pacific Time, for a discussion of the SEC’s final climate-related disclosure rules and practical compliance tips. Register here.

For more information, please see our recent Client Alert.

Continue Reading Webinar Alert | The SEC’s Climate-Related Disclosure Rules, March 19, 2024

On March 6, 2024, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring companies to provide certain climate-related information in their annual reports and registration statements. The SEC Fact Sheet is available here. Set forth below are some initial observations, with a more detailed client alert and

Continue Reading SEC Adopts Climate-Related Disclosure Rules

Last summer, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring annual disclosure by public companies regarding cybersecurity risk management, strategy, and governance, and current disclosure about material cybersecurity incidents. Companies must comply with the annual disclosure requirements beginning with annual reports for fiscal years ending on or after December 15, 2023. Therefore, calendar year-end companies are subject to and have begun filing the new disclosures.Continue Reading Snapshot: Form 10-K Cybersecurity Disclosures

Our recent Client Alert discusses a February 23, 2024, decision issued by Vice Chancellor J. Travis Laster of the Delaware Court of Chancery concluding that some provisions of a stockholder agreement purporting to give a large stockholder various governance rights—here, in the public company and investment bank Moelis—violated the Delaware statute by infringing upon the authority of the board of directors and were therefore invalid. Reviewing Delaware case law on board authority dating back to the early twentieth century, the court determined that the offending provisions—set forth in a stockholder agreement and not in the certificate of incorporation—operated as an improper constraint on board authority in violation of Section 141(a) of the Delaware General Corporation Law and interfered with the board’s authority to use its best judgment on management matters and policy. At the same time, the court concluded that some of the rights in question—particularly, the requirement to nominate the founder’s nominees for election and to use reasonable efforts for such nominees to be elected and to continue to serve as directors—were not facially invalid because they could operate legitimately under Delaware law. In particular, the court noted that stockholders have a fundamental right to nominate directors and that the corporation could appropriately take efforts, such as including the nominees in its proxy materials and on its proxy card, to cause the founder’s nominees to be elected and to serve on the board. Continue Reading Delaware Court of Chancery Addresses Validity of Stockholder Agreement-Based Restrictions over Corporate Governance Matters

On February 28, 2024, the U.S. Securities and Exchange Commission (SEC) published notice of an open meeting to be held on Wednesday, March 6, 2024, to consider whether to adopt rules to require public companies to disclose certain climate-related information in their registration statements and annual reports.

Continue Reading SEC Set to Vote on Climate Change Disclosure Rules on March 6

Our recent Client Alert discusses that on February 20, 2024, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued an opinion refusing to dismiss stockholder claims challenging the reincorporation of TripAdvisor from Delaware to Nevada and determining that the entire fairness standard of judicial review, rather than

Continue Reading Delaware Court of Chancery Addresses Fiduciary Duty Claims Arising from Reincorporation to Nevada