Our recent Client Alert discusses the highly anticipated decision from the Delaware Supreme Court upholding recent amendments to the Delaware General Corporation Law (DGCL) that provide safe harbor procedures set forth in Section 144 of the DGCL for board decisions and corporate transactions involving director, officer, or controlling stockholder conflicts.
Continue Reading Delaware Supreme Court Upholds Landmark Statutory AmendmentsSEC Adopts Final Rules Under Holding Foreign Insiders Accountable Act
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On February 27, 2026, the SEC adopted final rule and form amendments implementing the Holding Foreign Insiders Accountable Act. Our recent Client Alert discusses these new rules and the implications and key action items for foreign private issuers (FPIs) and, in particular, their officers and directors. Importantly, beginning March 18…
Continue Reading SEC Adopts Final Rules Under Holding Foreign Insiders Accountable ActWhat Public Companies Should Know About SEC “Coming Attractions”
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Recent public statements by Securities and Exchange Commission (SEC) Chairman Paul S. Atkins and Division of Corporation Finance Director James Moloney offer a useful preview of where the SEC is likely headed in 2026. While neither statement announces final policy, together they continue to signal an emphasis on disclosure reform rooted in financial materiality and capital formation.Continue Reading What Public Companies Should Know About SEC “Coming Attractions”
Questions About AI in Shareholder Engagement Meetings
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With the impact of artificial intelligence (AI) on everyone’s mind, companies are seeing investors ask an increasing number of AI-focused questions in shareholder engagement meetings. These questions reflect a growing consensus among institutional investors that effective AI governance is inextricably linked to fiduciary duty, long-term financial performance, and sustainable economic growth drivers. Although the answers to these questions are necessarily company-specific, we believe that it is important for companies to prepare for AI-related questions from investors.Continue Reading Questions About AI in Shareholder Engagement Meetings
Remember to Double-Check Filing Fee Exhibits
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On February 6, 2026, the Securities and Exchange Commission (SEC) announced that, beginning March 16, 2026, EDGAR will suspend filings that contain incorrect or incomplete structured filing fee-related information, rather than simply issuing warnings. The announcement follows the lengthy phase-in period of the structured filing fee rules that contemplated a…
Continue Reading Remember to Double-Check Filing Fee ExhibitsSEC Division of Corporation Finance Issues Updated CDIs: Highlights
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On January 23, 2026, the Staff of the SEC’s Division of Corporation Finance released a series of updates to its Compliance and Disclosure Interpretations (CDIs). These revisions—covering proxy solicitation practices, broker search timing, executive compensation disclosures in spin‑offs, private offerings and integration, and lock‑up agreements in registered business combinations—reflect the Division’s ongoing effort to modernize and clarify interpretive guidance. Below is an overview of the most significant changes.Continue Reading SEC Division of Corporation Finance Issues Updated CDIs: Highlights
2026 Year in Preview: Regulatory, Antitrust, and Litigation Outlooks
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As we look ahead to 2026, Wilson Sonsini remains at the forefront of emerging legal and regulatory trends. In anticipation of the new year, our attorneys have prepared a series of focused 2026 Year in Preview alerts. These publications highlight the top issues companies should watch across artificial intelligence, consumer…
Continue Reading 2026 Year in Preview: Regulatory, Antitrust, and Litigation OutlooksFTC Announces 2026 HSR Thresholds
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On January 14, 2026, the Federal Trade Commission released its annual adjustments to the Hart-Scott-Rodino (HSR) Act jurisdictional thresholds. The revised thresholds will take effect 30 days after publication in the Federal Register and apply to transactions closing on or after that date. For 2026, the minimum size‑of‑transaction threshold will…
Continue Reading FTC Announces 2026 HSR ThresholdsDelaware Supreme Court Reverses Rescission of Elon Musk’s Pay Package and Lowers Plaintiff’s Fee Award
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Our recent Client Alert discusses the highly anticipated ruling on December 19, 2025, by the Delaware Supreme Court reversing the Court of Chancery’s rescission of Elon Musk’s 2018 equity compensation package. The per curiam opinion focused on the remedy rather than liability, holding that rescission was an “improper remedy” given the inability to restore the status quo. The Delaware Supreme Court awarded nominal damages of $1 and adopted Tesla’s proposed quantum meruit approach for attorneys’ fees—lowering the fee award from $345 million to approximately $54.5 million.Continue Reading Delaware Supreme Court Reverses Rescission of Elon Musk’s Pay Package and Lowers Plaintiff’s Fee Award
Foreign Private Issuer Insiders to Be Subject to Section 16(a) Reporting
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On December 18, 2025, President Trump signed the Fiscal Year 2026 National Defense Authorization Act (NDAA), which includes Section 8103—the “Holding Foreign Insiders Accountable Act.” This legislation alters the compliance landscape for foreign private issuers (FPIs) listed in the United States by imposing insider reporting obligations under Section 16(a) of…
Continue Reading Foreign Private Issuer Insiders to Be Subject to Section 16(a) Reporting