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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

On December 19, 2023, the U.S. Court of Appeals for the Fifth Circuit vacated the Share Repurchase Disclosure Modernization rule (Repurchase Rule) that was adopted by the U.S. Securities and Exchange Commission (SEC) in May 2023.[1] The Repurchase Rule would have required new share repurchase disclosures in upcoming periodic filings for the period ending December 31, 2023. With the Repurchase Rule vacated (and subject to future SEC guidance), companies should continue to disclose share repurchase information, aggregated on a monthly (rather than daily) basis, under the pre-existing version of Item 703 of Regulation S-K (reproduced in its entirety in the Appendix to this post).

Continue Reading SEC Share Repurchase Disclosure Rule Vacated

As a follow up to yesterday’s post, our recent Client Alert discusses new guidance from the FBI, DOJ, and SEC on requesting a delay to Form 8-K disclosures for material cybersecurity incidents that pose a substantial risk to national security or public safety.  Our client alert discusses the process the FBI has established to request the delay, the approach the DOJ will take when evaluating whether to authorize the delay, and new Compliance and Disclosure Interpretations (CDIs) issued by the SEC’s Division of Corporation Finance regarding this national security and public safety exception.

Continue Reading New Guidance on Delayed Disclosure of Material Cybersecurity Incidents

In July 2023, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring that public companies report material cybersecurity incidents under new Item 1.05 of Form 8-K, and disclose information regarding their cybersecurity risk management, strategy, and governance in annual reports on Form 10-K. Foreign private issuers are subject to similar disclosure requirements in Forms 6-K and 20-F. Although the final rules were effective this past September, the SEC provided for transition periods for compliance with the new disclosure requirements, which transition periods will end soon.

Continue Reading Reminder: Material Cybersecurity Incident Reporting Required December 18, 2023