Corporate Governance

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On February 21, 2023, the Securities and Exchange Commission (SEC) adopted amendments to Regulation S-T extending the filing deadline for Form 144 from 5:30 p.m. ET to 10:00 p.m. ET.[1] These amendments will be effective on March 20, 2023, just in time to provide some flexibility for affected filers who will soon be required to file their Forms 144 electronically on EDGAR.Continue Reading SEC Extends Form 144 Filing Hours

The California Secretary of State recently revised its Corporate Disclosure Statement (Form SI-PT) in response to the final judgments filed last year enjoining and prohibiting any expenditure of state funds on California’s board diversity laws. The Corporate Disclosure Statement, which is required to be filed annually by publicly traded corporations incorporated or qualified to do business in California within 150 days after fiscal year-end, has been revised to no longer include the board diversity questions. The California Secretary of State has also provided an update on its website noting that it “is not currently collecting data” on board diversity, and that the Corporate Disclosure Statement “has been revised to remove the four data fields which collected such data.”Continue Reading California Removes Board Diversity Questions from Corporate Disclosure Statement Form

Our recent Client Alert discusses applicable rule changes, guidance, and disclosure considerations for the 2023 proxy season for public companies, as well as reminders for what is on the horizon for public company governance and disclosure. Our annual client alert covers the following topics:Continue Reading Preparing for the 2023 Proxy Season

Partner and Editorial Board member Amy Simmerman joined Diligent Institute to discuss the importance of board minutes. She shared insights on why board minutes matter, what is important to see in board minutes (including striking a balance with a contextually appropriate level of detail), and considerations and best practices relating to other written and electronic records, such as emails, texts, notes, and the use of board portals. Continue Reading Inside Today’s Boardrooms | The Growing Importance of Corporate Board Minutes

Our Client Alert discusses a recent decision by the Delaware Court of Chancery in which the court determined that officers (not just directors) owe a fiduciary duty of oversight under Delaware law. The case, In re McDonald’s Corporation Stockholder Derivative Litigation, involved derivative claims asserted by stockholders of McDonald’s against its board of directors and certain officers, including its former Chief People Officer, who was the subject of the court’s decision resolving his motion to dismiss the claims against him. The court’s decision clarifies an important but previously uncertain area of Delaware law pertaining to officers’ fiduciary duties. Significantly, the court also concluded that sexual harassment committed by the executive was itself a breach of his fiduciary duty of loyalty.Continue Reading Delaware Court of Chancery Concludes That Duty of Oversight Applies to Officers

In recent weeks, the Delaware Court of Chancery has issued two noteworthy opinions in the special purpose acquisition company (SPAC) context—one related to fiduciary duties and one related to the technical question of when a class or series of stock is entitled to its own separate vote on a charter amendment. These opinions provide valuable insight into how the courts may view common elements of de-SPAC transactions and also have broader implications for practice. A summary of the court’s key holdings is below.Continue Reading Delaware Court of Chancery Issues Two Opinions in the SPAC Context

On January 17, 2023, the New York Stock Exchange (NYSE) published its annual Listed Company Compliance Guide for NYSE Issuers (Guidance Letter). This year’s Guidance Letter provides useful reminders of NYSE-specific rules and policies. It also includes a reminder of the forthcoming NYSE listing standards to implement the recently adopted clawback rules, which the NYSE (and Nasdaq) must propose no later than February 27, 2023 (see our previous client alert).Continue Reading NYSE Publishes 2023 Annual Guidance Letter

We are pleased to share our 2022 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, stockholder proposals, activism, and executive compensation of the SV150 companies. Our 2022 report, together with our 2019 and 2021 reports, are available on the Resources page.Continue Reading 2022 Silicon Valley 150 Corporate Governance Report

In our earlier post, we provided some early data points on the governance practices of the Silicon Valley 150, specifically relating to the prevalence of the classified board structure and dual or multi-class common stock. In this post, we provide some additional early data points into the Silicon Valley 150 companies’ governance practices, specifically the prevalence of plurality voting for director elections and proxy access bylaws.Continue Reading Sneak Peek of the Silicon Valley 150 Companies’ Governance Practices—Part II

Wilson Sonsini annually publishes the Silicon Valley 150 Corporate Governance Report, which summarizes the governance practices of the Valley’s largest public companies. The report uses the Lonergan SV1501, which includes the top 150 public companies (by annual sales) with headquarters in Silicon Valley. We will be publishing our 2022 report in early 2023, but we wanted to share some early data points.Continue Reading Sneak Peek of the Silicon Valley 150 Companies’ Governance Practices—Part I