Partner Tamara Brightwell recently joined the Diligent Institute to discuss the 2023 proxy season and recent regulatory developments at the SEC. She discussed a broad range of topics, including takeaways from this past proxy season, the SEC’s new cybersecurity disclosure rules, and considerations for public company boards in light of

Continue Reading Inside Today’s Boardrooms | 2023 Proxy Season and Regulatory Recap

Partner and Editorial Board member Amy Simmerman recently joined Courtney Kamlet and Liz Dunshee on the Women Governance Trailblazers podcast. Amy provided insights on a broad range of governance topics including, among others, considerations for boards as they navigate both the rise in stakeholder capitalism as well as environmental, social

Continue Reading Women Governance Trailblazers | Amy Simmerman

Wilson Sonsini is proud to support the 28th Annual Stanford Directors’ College, which will take place from Monday, June 26, to Wednesday, June, 28, 2023, at Stanford Law School. This conference is the nation’s premier executive education program for directors and C-level executives of publicly traded firms. The program

Continue Reading Event Alert: 28th Annual Stanford Directors’ College

Partner and Editorial Board member Amy Simmerman joined Diligent Institute to discuss the importance of board minutes. She shared insights on why board minutes matter, what is important to see in board minutes (including striking a balance with a contextually appropriate level of detail), and considerations and best practices relating to other written and electronic records, such as emails, texts, notes, and the use of board portals. Continue Reading Inside Today’s Boardrooms | The Growing Importance of Corporate Board Minutes

Our Client Alert discusses a recent decision by the Delaware Court of Chancery in which the court determined that officers (not just directors) owe a fiduciary duty of oversight under Delaware law. The case, In re McDonald’s Corporation Stockholder Derivative Litigation, involved derivative claims asserted by stockholders of McDonald’s against its board of directors and certain officers, including its former Chief People Officer, who was the subject of the court’s decision resolving his motion to dismiss the claims against him. The court’s decision clarifies an important but previously uncertain area of Delaware law pertaining to officers’ fiduciary duties. Significantly, the court also concluded that sexual harassment committed by the executive was itself a breach of his fiduciary duty of loyalty.Continue Reading Delaware Court of Chancery Concludes That Duty of Oversight Applies to Officers

In our earlier post, we provided some early data points on the governance practices of the Silicon Valley 150, specifically relating to the prevalence of the classified board structure and dual or multi-class common stock. In this post, we provide some additional early data points into the Silicon Valley 150 companies’ governance practices, specifically the prevalence of plurality voting for director elections and proxy access bylaws.Continue Reading Sneak Peek of the Silicon Valley 150 Companies’ Governance Practices—Part II

Wilson Sonsini annually publishes the Silicon Valley 150 Corporate Governance Report, which summarizes the governance practices of the Valley’s largest public companies. The report uses the Lonergan SV1501, which includes the top 150 public companies (by annual sales) with headquarters in Silicon Valley. We will be publishing our 2022 report in early 2023, but we wanted to share some early data points.Continue Reading Sneak Peek of the Silicon Valley 150 Companies’ Governance Practices—Part I