Our recent Client Alert discusses applicable rule changes, guidance, and disclosure considerations for the 2024 proxy season, as well as reminders for what is on the horizon for public company governance and disclosure. It covers the following topics:Continue Reading Preparing for the 2024 Proxy Season

We are pleased to present our 2023 Delaware Corporate Law and Litigation Year In Review.

In 2023, the Delaware courts issued many decisions addressing an array of important topics, including director and officer oversight obligations, the role of boards in navigating environmental, social, and governance issues, dual-class stock structures

Continue Reading 2023 Delaware Corporate Law and Litigation Year in Review

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

On the cusp of proxy season, our recent Client Alert discusses ten perspectives on approaching shareholder engagement this year. Prepared by our shareholder engagement and activism group, the alert notes that it has never been more important for public companies to engage—and engage regularly—with their shareholders. Sustained engagement helps

Continue Reading Approaching Shareholder Engagement in 2024

Our recent Client Alert discusses a significant decision issued by the Delaware Supreme Court on January 17, 2024, affirming that the Delaware General Corporation Law does not require companies with multiple classes of common stock to obtain separate class votes to amend their certificates of incorporation to provide for officer exculpation. The Supreme Court’s decision provides helpful certainty to multi-class companies that are considering adopting officer exculpation. Beyond the charter amendment context, the court’s opinion provides valuable guidance for how Delaware courts approach statutory interpretation and reaffirms the Supreme Court’s commitment to established precedent.

Continue Reading Delaware Supreme Court Affirms Important Ruling for Multi-Class Companies Concerning Class Votes

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