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

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 cybersecurity disclosure and clawback disclosure, including two cover page checkboxes relating to accounting errors and clawbacks and the company’s…

Continue Reading Form 10-K Reminders

On December 19, 2023, ISS Governance announced updates to its 2024 benchmark proxy voting policies. The full text of the updated benchmark policies for 2024 should be available later this month and will generally apply to shareholder meetings held on or after February 1, 2024.

Continue Reading ISS Releases 2024 Benchmark Policy Updates

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

As a follow up to yesterday’s post, our recent Client Alert discusses new guidance from the FBI, DOJ, and SEC on requesting a delay to Form 8-K disclosures for material cybersecurity incidents that pose a substantial risk to national security or public safety.  Our client alert discusses the process the FBI has established to request the delay, the approach the DOJ will take when evaluating whether to authorize the delay, and new Compliance and Disclosure Interpretations (CDIs) issued by the SEC’s Division of Corporation Finance regarding this national security and public safety exception.

Continue Reading New Guidance on Delayed Disclosure of Material Cybersecurity Incidents

In July 2023, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring that public companies report material cybersecurity incidents under new Item 1.05 of Form 8-K, and disclose information regarding their cybersecurity risk management, strategy, and governance in annual reports on Form 10-K. Foreign private issuers are subject to similar disclosure requirements in Forms 6-K and 20-F. Although the final rules were effective this past September, the SEC provided for transition periods for compliance with the new disclosure requirements, which transition periods will end soon.

Continue Reading Reminder: Material Cybersecurity Incident Reporting Required December 18, 2023

On December 6, 2023, SEC Chair Gary Gensler announced the release of the SEC’s Fall 2023 Regulatory Agenda (Regulatory Agenda), which outlines the SEC’s planned regulatory actions over the next 12 months. This latest Regulatory Agenda includes a total of 43 rules, with 14 rules at the proposed rulemaking stage and 29 rules at the final rulemaking stage. While the Regulatory Agenda provides insights into Chair Gensler’s priorities (compiled as of August 2023) and the anticipated timing of proposed and final rules, actual rule adoption or proposal timing may vary significantly, and could come before or after the listed dates.

Continue Reading SEC Publishes Fall 2023 Regulatory Agenda

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