Our recent Client Alert provides helpful reminders as preparations for annual reports on Form 10-K get under way. For calendar-year companies, upcoming Form 10-K filings will be required to include new disclosures regarding insider trading policies and procedures and equity awards made close in time to the release of material nonpublic information. In addition to the new disclosure requirements in upcoming Form 10-K filings, our Client Alert includes other disclosure considerations relating to cybersecurity, clawback policies, risk factors, climate-related disclosures, Inline XBRL, share repurchase disclosure, description of securities disclosure, CEO and CFO certifications, and exhibits. The Client Alert also discusses potential updates to D&O questionnaires and other year-end matters.
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Event Alert: Wilson Sonsini’s MCLE Days, December 12, January 17 and 23
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Wilson Sonsini is pleased to offer MCLE Days, a newly expanded programming to meet your MCLE requirements. The first of our three MCLE Days will be held Thursday, December 12, 2024, at the Sheraton Palo Alto in Palo Alto, California (details below), and will also be available virtually. Register…
Continue Reading Event Alert: Wilson Sonsini’s MCLE Days, December 12, January 17 and 232024 Silicon Valley 150 Corporate Governance Report
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We are pleased to share our 2024 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…
Continue Reading 2024 Silicon Valley 150 Corporate Governance ReportInsight Today’s Boardrooms | Board Communications Best Practices
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Wilson Sonsini partner and chair of the firm’s governance litigation practice group Brad Sorrels recently joined Diligent Institute to discuss some of the risks and best practices associated with board communications. He shared insights on why board communications are such a crucial topic to get right, common misconceptions about board…
Continue Reading Insight Today’s Boardrooms | Board Communications Best PracticesISS Peer Group Submission Window Opens November 11
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On November 4, 2024, ISS Governance (ISS) announced the scheduled November 11, 2024, opening of its peer group submission window for U.S. and Canadian corporations with annual meetings slated to be held between February 1, 2025, and September 15, 2025, and for European corporations with meetings slated to be held…
Continue Reading ISS Peer Group Submission Window Opens November 11Are Public Companies Required to Comply with the U.S. Corporate Transparency Act?
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As we have previously reported (see Prior Alert 1, Prior Alert 2, and Prior Alert 3), on January 1, 2024, the new Beneficial Ownership Information (BOI) reporting requirements under the U.S. Corporate Transparency Act (CTA) came into effect. These reporting obligations require “reporting companies” to submit BOI…
Continue Reading Are Public Companies Required to Comply with the U.S. Corporate Transparency Act?Inside Today’s Boardroom | Proxy Season Trends and Tips
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Wilson Sonsini partner Tamara Brightwell recently joined the Diligent Institute to discuss significant trends from the 2024 proxy season and what to expect in the upcoming 2025 proxy season. She discussed a broad range of topics, including key issues raised by shareholders this proxy season, major trends and changes for…
Continue Reading Inside Today’s Boardroom | Proxy Season Trends and TipsCalifornia Governor Gavin Newsom Signs Bill Enacting Changes to California Climate-Related Disclosure Laws
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On September 27, 2024, California Governor Gavin Newsom signed Senate Bill 219, the Greenhouse gases: climate corporate accountability: climate-related financial risk (SB 219) after the California Assembly and Senate each approved SB 219. SB 219 amends Senate Bill 253: the Climate Corporate Data Accountability Act (SB 253) and Senate Bill…
Continue Reading California Governor Gavin Newsom Signs Bill Enacting Changes to California Climate-Related Disclosure LawsREMINDER: New Schedule 13G Filing Deadlines
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In October 2023, the U.S. Securities and Exchange Commission (SEC) approved final rules amending the beneficial ownership reporting requirements under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (Exchange Act). Among other things, the final rules modified the filing deadlines for Schedule 13D and Schedule 13G filings.
Continue Reading REMINDER: New Schedule 13G Filing DeadlinesWebinar Alert | Election 2024: Regulatory Predictions for the New Administration
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Join Wilson Sonsini for a webinar on Tuesday, September 24, 2024, from 10:00 a.m. to 11:00 a.m., Pacific Time, where our esteemed panel will consider how federal enforcement priorities may differ between a Trump and Harris administration, and the likelihood of Biden Administration enforcement policies continuing in either administration. Register…
Continue Reading Webinar Alert | Election 2024: Regulatory Predictions for the New Administration