Our recent Client Alert discusses the long-awaited proposed regulations under Section 4051 relating to the one percent stock buyback excise tax, which were issued by the U.S. Department of Treasury and the Internal Revenue Service on April 9, 2024. The excise tax was enacted as part of the “Inflation Reduction Act” and originally signed into law on August 16, 2022. The excise tax generally applies to stock repurchases and “economically similar” transactions undertaken by publicly traded U.S. corporations and certain foreign corporations on or after January 1, 2023. The newly published proposed regulations may generally be relied upon by taxpayers until the regulations are finalized. The proposed regulations address a variety of matters relating to M&A and restructuring transactions, capital markets transactions, and compensatory transactions such as net share settlements and “sell to cover” transactions.

Continue Reading Treasury and the IRS Issue Proposed Regulations Regarding the Stock Buyback Excise Tax

On March 6, 2024, the U.S. Securities and Exchange Commission (SEC) voted to adopt final rules requiring disclosure of climate-related information in registration statements and annual reports, by both domestic registrants and foreign private issuers. The final rules are comprehensive, detailed, and intended to encourage consistent comparable, and reliable disclosure of climate-related information.Continue Reading Webinar Recording Now Available | The SEC’s Climate-Related Disclosure Rules

Our recent Client Alert discusses the order issued late last week by the U.S. Court of Appeals for the Fifth Circuit, temporarily staying the SEC’s new climate-related disclosure rules. In light of this development, we have moved our webinar to next week. It will now be held on Wednesday

Continue Reading Fifth Circuit Court of Appeals Stays the SEC’s New Climate-Related Disclosure Rules; Updated Climate-Related Rules Webinar Date

Join Wilson Sonsini for a webinar on Tuesday, March 19, 2024, from 1:00 p.m. – 2:00 p.m., Pacific Time, for a discussion of the SEC’s final climate-related disclosure rules and practical compliance tips. Register here.

For more information, please see our recent Client Alert.

Continue Reading Webinar Alert | The SEC’s Climate-Related Disclosure Rules, March 19, 2024

Wilson Sonsini Partner and Known Trends Editorial Board member Richard Blake recently joined Evan Epstein on the Boardroom Governance Podcast to discuss the firm’s 2023 Silicon Valley 150 (SV150) Corporate Governance Report. Richard and Evan talk about some of the findings, including the evolution of shareholder virtual meetings, board committee structures, board and officer diversity, dual-class share structures, ESG disclosures, compensation, shareholder activism, and more.

View the full episode via Boardroom Governance (available here). Continue Reading Wilson Sonsini’s SV150 Corporate Governance Report Highlighted on Boardroom Governance Podcast

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

Wilson Sonsini is pleased to offer MCLE Day, a full day of professional education sessions covering a wide range of topics, including the required MCLE categories for most jurisdictions. MCLE Day will be held on Thursday, December 14, 2023, at the Sheraton Palo Alto in Palo Alto, California (details below), and will also be available virtually. Register for this event here.Continue Reading Event Alert: Wilson Sonsini’s MCLE Day, Thursday, December 14, 2023

On November 16, 2023, Glass Lewis & Co. (Glass Lewis) released its 2024 U.S. Benchmark Policy Guidelines (U.S. Guidelines), effective for shareholder meetings on or after January 1, 2024. The U.S. Guidelines include several key updates, which are summarized below. In addition, Glass Lewis released its 2024 Shareholder Proposals & ESG-Related Issues Benchmark Policy Guidelines (ESG Guidelines), which include an update to Glass Lewis’ overall approach to environmental and social issues, summarized below.

Continue Reading Glass Lewis Issues 2024 Updates to Benchmark Policy Guidelines