Corporate Governance

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Our recent Client Alert discusses the SEC’s approval of the NYSE’s proposed rule change narrowing the circumstances under which a listed company must obtain shareholder approval for a sale of securities to holders of five percent or more of either the common stock or voting power of the company. The…

Continue Reading NYSE Relaxes Shareholder Approval Requirements for Equity Sales to Substantial Security Holders

We are pleased to share our 2023 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, stockholder proposals, activism, and executive compensation of the SV150 companies.

Continue Reading 2023 Silicon Valley 150 Corporate Governance Report

On December 19, 2023, the U.S. Court of Appeals for the Fifth Circuit vacated the Share Repurchase Disclosure Modernization rule (Repurchase Rule) that was adopted by the U.S. Securities and Exchange Commission (SEC) in May 2023.[1] The Repurchase Rule would have required new share repurchase disclosures in upcoming periodic filings for the period ending December 31, 2023. With the Repurchase Rule vacated (and subject to future SEC guidance), companies should continue to disclose share repurchase information, aggregated on a monthly (rather than daily) basis, under the pre-existing version of Item 703 of Regulation S-K (reproduced in its entirety in the Appendix to this post).Continue Reading SEC Share Repurchase Disclosure Rule Vacated

Join the Wilson Sonsini AI and Corporate Governance teams and prominent legal scholar and Harvard Law professor, Noah Feldman, for a webinar exploring the key considerations for AI companies and how they are governed. This webinar will be held on Tuesday, December 12, 2023, from 10:00 a.m. – 11:00 a.m.

Continue Reading Webinar Alert | AI and Corporate Governance: Challenging Governance and Ethical Issues Raised by Powerful Technology, December 12, 2023

Our latest Client Alert discusses California’s recently enacted Assembly Bill 1305: Voluntary Carbon Market Disclosures Business Regulation Act (AB 1305), which requires compliance by January 1, 2024. In addition, please consider joining our webinar on Thursday, December 7, 2023, at 3:00 p.m. PT, on AB 1305, which will include practical…

Continue Reading Reminder: Compliance with AB 1305 Is Required by January 1, 2024

On November 22, 2023, the U.S. Securities and Exchange Commission (SEC) announced that it issued an order postponing the effective date of the share repurchase disclosure rule (Repurchase Rule).[1] The Repurchase Rule was discussed in our previous client alert. As a result of the SEC’s order, the Repurchase…

Continue Reading SEC Stays Share Repurchase Disclosure Rule

Join Wilson Sonsini for its 2023 Public Company General Counsel Webinar Series. Throughout November, Wilson Sonsini will host three virtual sessions on new SEC governance and disclosure requirements, including clawback policies, cybersecurity governance and disclosure, and share repurchase disclosure. To attend any of the three sessions, please register here.…

Continue Reading Webinar Series Alert | Navigating New SEC Rules: November 1, 15, 29