Our Client Alert discusses the recent ruling by the Fifth Circuit striking down Nasdaq’s board diversity rules. On December 11, 2024, the Fifth Circuit vacated the SEC’s order approving Nasdaq’s board diversity rules. As a result of this ruling, Nasdaq-listed companies are no longer required to disclose the board diversity…

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Our recent Client Alert discusses that last week, a Texas federal district court judge in Texas Top Cop Shop, Inc., et al. v. Garland, et al., No. 4:24-cv-00478 (E.D. Tex., Dec. 3, 2024) issued a nationwide preliminary injunction temporarily enjoining enforcement of the Corporate Transparency Act and the U.S.

Continue Reading Corporate Transparency Act: Nationwide Preliminary Injunction on Appeal

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 disclosures regarding insider trading policies and procedures and equity awards made close in time to the release of material nonpublic information. In addition to the new disclosure requirements in upcoming Form 10-K filings, our Client Alert includes other disclosure considerations relating to cybersecurity, clawback policies, risk factors, climate-related disclosures, Inline XBRL, share repurchase disclosure, description of securities disclosure, CEO and CFO certifications, and exhibits. The Client Alert also discusses potential updates to D&O questionnaires and other year-end matters.

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Wilson Sonsini is pleased to offer MCLE Days, a newly expanded programming to meet your MCLE requirements. The first of our three MCLE Days will be held Thursday, December 12, 2024, at the Sheraton Palo Alto in Palo Alto, California (details below), and will also be available virtually. Register…

Continue Reading Event Alert: Wilson Sonsini’s MCLE Days, December 12, January 17 and 23

We are pleased to share our 2024 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…

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Wilson Sonsini partner and chair of the firm’s governance litigation practice group Brad Sorrels recently joined Diligent Institute to discuss some of the risks and best practices associated with board communications. He shared insights on why board communications are such a crucial topic to get right, common misconceptions about board…

Continue Reading Insight Today’s Boardrooms | Board Communications Best Practices

On November 4, 2024, ISS Governance (ISS) announced the scheduled November 11, 2024, opening of its peer group submission window for U.S. and Canadian corporations with annual meetings slated to be held between February 1, 2025, and September 15, 2025, and for European corporations with meetings slated to be held…

Continue Reading ISS Peer Group Submission Window Opens November 11

As we have previously reported (see Prior Alert 1, Prior Alert 2, and Prior Alert 3), on January 1, 2024, the new Beneficial Ownership Information (BOI) reporting requirements under the U.S. Corporate Transparency Act (CTA) came into effect. These reporting obligations require “reporting companies” to submit BOI…

Continue Reading Are Public Companies Required to Comply with the U.S. Corporate Transparency Act?

Wilson Sonsini partner Tamara Brightwell recently joined the Diligent Institute to discuss significant trends from the 2024 proxy season and what to expect in the upcoming 2025 proxy season. She discussed a broad range of topics, including key issues raised by shareholders this proxy season, major trends and changes for…

Continue Reading Inside Today’s Boardroom | Proxy Season Trends and Tips

On September 27, 2024, California Governor Gavin Newsom signed Senate Bill 219, the Greenhouse gases: climate corporate accountability: climate-related financial risk (SB 219) after the California Assembly and Senate each approved SB 219. SB 219 amends Senate Bill 253: the Climate Corporate Data Accountability Act (SB 253) and Senate Bill…

Continue Reading California Governor Gavin Newsom Signs Bill Enacting Changes to California Climate-Related Disclosure Laws