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

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

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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

On the cusp of proxy season, our recent Client Alert discusses ten perspectives on approaching shareholder engagement this year. Prepared by our shareholder engagement and activism group, the alert notes that it has never been more important for public companies to engage—and engage regularly—with their shareholders. Sustained engagement helps

Continue Reading Approaching Shareholder Engagement in 2024

Our recent Client Alert discusses a significant decision issued by the Delaware Supreme Court on January 17, 2024, affirming that the Delaware General Corporation Law does not require companies with multiple classes of common stock to obtain separate class votes to amend their certificates of incorporation to provide for officer exculpation. The Supreme Court’s decision provides helpful certainty to multi-class companies that are considering adopting officer exculpation. Beyond the charter amendment context, the court’s opinion provides valuable guidance for how Delaware courts approach statutory interpretation and reaffirms the Supreme Court’s commitment to established precedent.

Continue Reading Delaware Supreme Court Affirms Important Ruling for Multi-Class Companies Concerning Class Votes

Our recent Client Alert discusses the SEC’s approval of the NYSE’s proposed rule change narrowing the circumstances under which a listed company must obtain shareholder approval for a sale of securities to holders of five percent or more of either the common stock or voting power of the company. The

Continue Reading NYSE Relaxes Shareholder Approval Requirements for Equity Sales to Substantial Security Holders

We are pleased to share our 2023 Silicon Valley 150 Corporate Governance Report, which reviews the corporate governance practices and disclosures of the Valley’s largest public companies. The report includes information regarding board matters, officer matters, defensive measures, proxy statement disclosures, environmental, social, and governance (ESG) and sustainability reporting, stockholder proposals, activism, and executive compensation of the SV150 companies.

Continue Reading 2023 Silicon Valley 150 Corporate Governance Report