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 LitigationWilson Sonsini
Snapshot: The First Year of Cybersecurity Incident Filings on Form 8-K Since Adoption of New Rules
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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 RulesDelaware Supreme Court Issues Important Ruling Addressing Fiduciary Duties When Reincorporating out of Delaware
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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 DelawareEvent Alert Update: Wilson Sonsini’s MCLE Days, January Sessions Announced and December Recordings Available
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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 AvailableISS and Glass Lewis Publish 2025 Updates
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Our recent Client Alert discusses ISS and Glass Lewis voting policy updates for the 2025 proxy season. ISS made updates to the section on management say-on-pay and executive pay evaluation in its U.S. Executive Compensation Policies FAQs and made updates to its voting guidelines relating to environmental and/or community impact…
Continue Reading ISS and Glass Lewis Publish 2025 UpdatesEDGAR, Nasdaq, and NYSE Will Be Closed Thursday, January 9, 2025
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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, 2025Wilson Sonsini’s 2024 SV150 Corporate Governance Report Highlighted on Boardroom Governance Podcast
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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 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 PodcastEDGAR Will Be Closed Tuesday, December 24, 2024, and Wednesday, December 25, 2024
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On December 20, 2024, the U.S. Securities and Exchange Commission announced that the EDGAR system will be closed on both Tuesday, December 24, 2024, and Wednesday, December 25, 2024.[1] As a result, on those days, filings will not be accepted in EDGAR, EDGAR filing websites will not be operational…
Continue Reading EDGAR Will Be Closed Tuesday, December 24, 2024, and Wednesday, December 25, 2024Nasdaq Board Diversity Rules Struck Down
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Our Client Alert discusses the recent ruling by the Fifth Circuit striking down Nasdaq’s board diversity rules. On December 11, 2024, the Fifth Circuit vacated the SEC’s order approving Nasdaq’s board diversity rules. As a result of this ruling, Nasdaq-listed companies are no longer required to disclose the board diversity…
Continue Reading Nasdaq Board Diversity Rules Struck DownCorporate Transparency Act: Nationwide Preliminary Injunction on Appeal
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Our recent Client Alert discusses that last week, a Texas federal district court judge in Texas Top Cop Shop, Inc., et al. v. Garland, et al., No. 4:24-cv-00478 (E.D. Tex., Dec. 3, 2024) issued a nationwide preliminary injunction temporarily enjoining enforcement of the Corporate Transparency Act and the U.S.
Continue Reading Corporate Transparency Act: Nationwide Preliminary Injunction on Appeal