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On April 11, 2025, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) issued six new Compliance and Disclosure Interpretations (CDIs) relating to the two clawback-related check boxes on the cover page of annual reports and related disclosure under Item 402(w) of Regulation S-K. A brief discussion…

Continue Reading Corp Fin Issues New CDIs on Clawback-Related Disclosure

For decades, Delaware has been the top choice for incorporation in the United States, providing a stable legal framework and business-savvy courts. In recent months, a debate has arisen over the ongoing vitality of Delaware law, while other states have stepped up their efforts to compete with Delaware. In response to concerns in the market and to ensure that Delaware preserves its commitment to clarity and predictability, the Delaware legislature and Governor recently enacted landmark amendments to the Delaware General Corporation Law. Continue Reading Webinar Alert | The Future of Delaware Law – April 8, 2025, 10:00 a.m. PT

On March 25, 2025, the Delaware legislature and Governor enacted landmark amendments to the Delaware General Corporation Law that will have significant impacts for Delaware corporations and transaction planning. Our recent Client Alert discusses the changes effected by these amendments and the potential impacts thereof. The amendments are immediately effective…

Continue Reading Delaware Enacts Landmark Corporate Law Amendments

Wilson Sonsini partners Sebastian Alsheimer and Doug Schnell recently joined The Corporate Director podcast to discuss the evolving landscape of shareholder activism. They provided practical advice on protecting against shareholder activism and engaging in effective shareholder engagement. Listen to the podcast on Diligent’s website (here) or on our

Continue Reading The Corporate Director Podcast | Tips and Trends Shaping the 2025 Proxy Season

Join Wilson Sonsini for a three-part webinar series that will provide helpful updates on the state of ESG and practical tips for navigating a shifting landscape. The webinar series will be held on March 18, 19, and 20, 2025, from 9:00 am – 10:00 am PT. Register for one or…

Continue Reading Webinar Series Alert | Environmental and Social Changes in the New Administration, March 18, 19 & 20

As we reported in our Preparing for the 2025 Proxy Season client alert, Glass Lewis announced on February 18, 2025, that it was reviewing its diversity-related voting guidelines “in the face of the U.S. Administration’s recent Executive Orders and overall stance on DEI,” which are further described in our 2025 Environmental and Social Developments client alert. On March 4, 2025, Glass Lewis emailed its clients that it had completed its review and decided, beginning on March 10, to “implement a bifurcated approach to offering voting guidance on board elections and DEI-related shareholder proposals at U.S companies.”Continue Reading Glass Lewis Stands by Its Diversity-Related Voting Guidelines but Will Include Flag

On February 11, 2025, Institutional Shareholder Services (ISS) announced a change to its voting policy with respect to board diversity. ISS will no longer consider the gender and racial and/or ethnic diversity of U.S. company directors when making vote recommendations with respect to the election or re-election of directors. ISS’s…

Continue Reading ISS and Glass Lewis: Board Diversity Voting Policies