On March 25, 2025, the Delaware legislature and Governor enacted landmark amendments to the Delaware General Corporation Law that will have significant impacts for Delaware corporations and transaction planning. Our recent Client Alert discusses the changes effected by these amendments and the potential impacts thereof. The amendments are immediately effective
Continue Reading Delaware Enacts Landmark Corporate Law AmendmentsThe Corporate Director Podcast | Tips and Trends Shaping the 2025 Proxy Season
Wilson Sonsini partners Sebastian Alsheimer and Doug Schnell recently joined The Corporate Director podcast to discuss the evolving landscape of shareholder activism. They provided practical advice on protecting against shareholder activism and engaging in effective shareholder engagement. Listen to the podcast on Diligent’s website (here) or on our
Continue Reading The Corporate Director Podcast | Tips and Trends Shaping the 2025 Proxy SeasonWebinar Series Alert | Environmental and Social Changes in the New Administration, March 18, 19 & 20
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Join Wilson Sonsini for a three-part webinar series that will provide helpful updates on the state of ESG and practical tips for navigating a shifting landscape. The webinar series will be held on March 18, 19, and 20, 2025, from 9:00 am – 10:00 am PT. Register for one or…
Continue Reading Webinar Series Alert | Environmental and Social Changes in the New Administration, March 18, 19 & 20Glass Lewis Stands by Its Diversity-Related Voting Guidelines but Will Include Flag
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As we reported in our Preparing for the 2025 Proxy Season client alert, Glass Lewis announced on February 18, 2025, that it was reviewing its diversity-related voting guidelines “in the face of the U.S. Administration’s recent Executive Orders and overall stance on DEI,” which are further described in our 2025 Environmental and Social Developments client alert. On March 4, 2025, Glass Lewis emailed its clients that it had completed its review and decided, beginning on March 10, to “implement a bifurcated approach to offering voting guidance on board elections and DEI-related shareholder proposals at U.S companies.”Continue Reading Glass Lewis Stands by Its Diversity-Related Voting Guidelines but Will Include Flag
Preparing for the 2025 Reporting Season: Proxy Season Reminders
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- Board Diversity
- Director Independence
- Director Overboarding
- New SEC Requirements Related
ISS and Glass Lewis: Board Diversity Voting Policies
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On February 11, 2025, Institutional Shareholder Services (ISS) announced a change to its voting policy with respect to board diversity. ISS will no longer consider the gender and racial and/or ethnic diversity of U.S. company directors when making vote recommendations with respect to the election or re-election of directors. ISS’s…
Continue Reading ISS and Glass Lewis: Board Diversity Voting PoliciesDelaware Legislators and Governor Propose Landmark Legislation
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Our Client Alert discusses landmark legislation and initiatives recently announced by Delaware legislative leaders and Governor that would, if enacted into law, address critical topics, including director independence, controlling stockholders, stockholders’ books and records inspection rights, and plaintiffs’ attorney fee awards. Continue Reading Delaware Legislators and Governor Propose Landmark Legislation
Corp Fin Updates CDIs on Beneficial Ownership Reporting
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On February 11, 2025, the SEC’s Division of Corporation Finance (Corp Fin) updated its Compliance and Disclosure Interpretations (CDIs) relating to Regulation 13D-G beneficial ownership reporting by revising Question 103.11 and issuing new Question 103.12.
In revised Question 103.11, Corp Fin expressed the view that a shareholder’s inability to…
Continue Reading Corp Fin Updates CDIs on Beneficial Ownership ReportingActing SEC Chairman Seeks Pause on Climate-Related Disclosure Rule Litigation
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On February 11, 2025, Acting Chairman of the U.S. Securities and Exchange Commission (the “Commission”) Mark Uyeda issued a statement directing the Commission staff to request that the U.S. Court of Appeals for the Eighth Circuit (the “Eighth Circuit”) delay scheduling oral arguments in the litigation involving The Enhancement and…
Continue Reading Acting SEC Chairman Seeks Pause on Climate-Related Disclosure Rule LitigationSnapshot: The First Year of Cybersecurity Incident Filings on Form 8-K Since Adoption of New Rules
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Background
In July 2023, the U.S. Securities and Exchange Commission (SEC) adopted final rules requiring public companies to report material cybersecurity incidents under new Item 1.05 of Form 8-K beginning on December 18, 2023. Our intent with this snapshot is to review the first year of cybersecurity disclosures on Form 8-K.Continue Reading Snapshot: The First Year of Cybersecurity Incident Filings on Form 8-K Since Adoption of New Rules