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

Our recent Client Alert discusses applicable rule changes, guidance, and disclosure considerations for the 2024 proxy season, as well as reminders for what is on the horizon for public company governance and disclosure. It covers the following topics:Continue Reading Preparing for the 2024 Proxy Season

We are pleased to present our 2023 Delaware Corporate Law and Litigation Year In Review.

In 2023, the Delaware courts issued many decisions addressing an array of important topics, including director and officer oversight obligations, the role of boards in navigating environmental, social, and governance issues, dual-class stock structures

Continue Reading 2023 Delaware Corporate Law and Litigation Year in Review

Wilson Sonsini Partner and Known Trends Editorial Board member Richard Blake recently joined Evan Epstein on the Boardroom Governance Podcast to discuss the firm’s 2023 Silicon Valley 150 (SV150) Corporate Governance Report. Richard and Evan talk about some of the findings, including the evolution of shareholder virtual meetings, board committee structures, board and officer diversity, dual-class share structures, ESG disclosures, compensation, shareholder activism, and more.

View the full episode via Boardroom Governance (available here). Continue Reading Wilson Sonsini’s SV150 Corporate Governance Report Highlighted on Boardroom Governance Podcast