Wilson Sonsini

Subscribe to Wilson Sonsini's Posts

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

Our Client Alert discusses landmark legislation and initiatives recently announced by Delaware legislative leaders and Governor that would, if enacted into law, address critical topics, including director independence, controlling stockholders, stockholders’ books and records inspection rights, and plaintiffs’ attorney fee awards. Continue Reading Delaware Legislators and Governor Propose Landmark Legislation

On February 11, 2025, the SEC’s Division of Corporation Finance (Corp Fin) updated its Compliance and Disclosure Interpretations (CDIs) relating to Regulation 13D-G beneficial ownership reporting by revising Question 103.11 and issuing new Question 103.12.

In revised Question 103.11, Corp Fin expressed the view that a shareholder’s inability to…

Continue Reading Corp Fin Updates CDIs on Beneficial Ownership Reporting

On February 11, 2025, Acting Chairman of the U.S. Securities and Exchange Commission (the “Commission”) Mark Uyeda issued a statement directing the Commission staff to request that the U.S. Court of Appeals for the Eighth Circuit (the “Eighth Circuit”) delay scheduling oral arguments in the litigation involving The Enhancement and…

Continue Reading Acting SEC Chairman Seeks Pause on Climate-Related Disclosure Rule Litigation

Background

In July 2023, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring public companies to report material cybersecurity incidents under new Item 1.05 of Form 8-K beginning on December 18, 2023. Our intent with this snapshot is to review the first year of cybersecurity disclosures on Form 8-K.Continue Reading Snapshot: The First Year of Cybersecurity Incident Filings on Form 8-K Since Adoption of New Rules

Our recent Client Alert discusses the February 4, 2025, decision by the Delaware Supreme Court in the TripAdvisor litigation. The court determined that TripAdvisor’s proposed reincorporation from Delaware to Nevada should be reviewed under the business judgment standard of review, under which courts will defer to the judgment of boards…

Continue Reading Delaware Supreme Court Issues Important Ruling Addressing Fiduciary Duties When Reincorporating out of Delaware

Wilson Sonsini is pleased to offer MCLE Days, a newly expanded programming to meet your MCLE requirements.

On Friday, January 17, 2025, and Thursday, January 23, 2025, Wilson Sonsini will host virtual MCLE sessions. You may register here for the January 17 session and here for the January 23 session.

Continue Reading Event Alert Update: Wilson Sonsini’s MCLE Days, January Sessions Announced and December Recordings Available

On December 30, 2024, President Biden issued an Executive Order closing all executive departments and agencies of the federal government on January 9, 2025, in observance of a national day of mourning for former President James Earl Carter, Jr. Following this Executive Order, the U.S. Securities and Exchange Commission announced…

Continue Reading EDGAR, Nasdaq, and NYSE Will Be Closed Thursday, January 9, 2025

Wilson Sonsini partner and Known Trends Editorial Board member Richard Blake recently joined Evan Epstein on the Boardroom Governance Podcast to discuss Wilson Sonsini’s 2024 Silicon Valley 150 Corporate Governance Report. Richard and Evan talk about some of the findings, including the prevalence of shareholder virtual meetings, board committee…

Continue Reading Wilson Sonsini’s 2024 SV150 Corporate Governance Report Highlighted on Boardroom Governance Podcast