Wilson Sonsini partner Tamara Brightwell recently joined the Diligent Institute to discuss significant trends from the 2024 proxy season and what to expect in the upcoming 2025 proxy season. She discussed a broad range of topics, including key issues raised by shareholders this proxy season, major trends and changes for…

Continue Reading Inside Today’s Boardroom | Proxy Season Trends and Tips

On September 27, 2024, California Governor Gavin Newsom signed Senate Bill 219, the Greenhouse gases: climate corporate accountability: climate-related financial risk (SB 219) after the California Assembly and Senate each approved SB 219. SB 219 amends Senate Bill 253: the Climate Corporate Data Accountability Act (SB 253) and Senate Bill…

Continue Reading California Governor Gavin Newsom Signs Bill Enacting Changes to California Climate-Related Disclosure Laws

In October 2023, the U.S. Securities and Exchange Commission (SEC) approved final rules amending the beneficial ownership reporting requirements under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (Exchange Act). Among other things, the final rules modified the filing deadlines for Schedule 13D and Schedule 13G filings.

Continue Reading REMINDER: New Schedule 13G Filing Deadlines

Join Wilson Sonsini for a webinar on Tuesday, September 24, 2024, from 10:00 a.m. to 11:00 a.m., Pacific Time, where our esteemed panel will consider how federal enforcement priorities may differ between a Trump and Harris administration, and the likelihood of Biden Administration enforcement policies continuing in either administration. Register…

Continue Reading Webinar Alert | Election 2024: Regulatory Predictions for the New Administration

On August 26, 2024, the U.S. Securities and Exchange Commission (SEC) issued an order granting approval of The Nasdaq Stock Market LLC’s (Nasdaq’s) proposed rule change, to Nasdaq Rules 5605, 5615, and 5810. These amendments 1) clarify and modify the phase-in schedules for certain corporate governance requirements, making them substantially…

Continue Reading SEC Approves Amendments to Nasdaq Phase-In Schedules and Cure Periods

Our recent Client Alert discusses the decision on August 20, 2024, by a federal district court in Texas blocking the final rule issued by the Federal Trade Commission that would have prohibited all for-profit employers nationwide from using non-compete agreements with most workers. The final rule was set to take…

Continue Reading FTC Non-Compete Ban Blocked Nationwide

On August 20, 2024, the U.S. Securities and Exchange Commission (SEC) announced an increase in the fees that public companies and other issuers will be required to pay to register their securities, from $147.60 per million dollars to $153.10 per million dollars. This new fee rate will be effective October…

Continue Reading SEC Announces Increase in Registration Fee Rates Effective October 1, 2024

On August 1, 2024, ISS Governance (ISS) announced the launch of its Annual Benchmark Policy Survey. The survey results will inform ISS’s policy development for 2025 and beyond. For the U.S. market, the survey solicits views on poison pills and executive compensation. In addition, the survey solicits views on global environmental and social topics including climate-related shareholder proposals, disclosure of Scope 3 GHG emissions targets, and shareholder proposals requesting disclosure of workforce diversity metrics.Continue Reading ISS and Glass Lewis Launch Annual Policy Surveys

Last year, we reviewed proxy statements filed by companies in the Silicon Valley 150[1] (SV150) to see whether they included an officer exculpation proposal[2] in their proxy statements for stockholder meetings held from August 1, 2022, through July 31, 2023 (“Year One”). As reflected in our previous post and Client Alert, during Year One, only nine SV150 companies included an officer exculpation proposal in their proxy statements, of which seven passed and two failed.Continue Reading Officer Exculpation and the Silicon Valley 150: Year Two

Our recent Client Alert discusses the extensive and important set of amendments to the Delaware General Corporation Law (the DGCL) that will become effective on August 1, 2024. The amendments, which will apply both prospectively and retrospectively, were largely intended to address several recent Delaware Court of Chancery decisions that…

Continue Reading Significant Amendments to the Delaware General Corporation Law Are Set to Become Effective