Corporate Governance

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On January 17, 2023, the New York Stock Exchange (NYSE) published its annual Listed Company Compliance Guide for NYSE Issuers (Guidance Letter). This year’s Guidance Letter provides useful reminders of NYSE-specific rules and policies. It also includes a reminder of the forthcoming NYSE listing standards to implement the recently adopted clawback rules, which the NYSE (and Nasdaq) must propose no later than February 27, 2023 (see our previous client alert).Continue Reading NYSE Publishes 2023 Annual Guidance Letter

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

As preparations for annual reports on Form 10-K get underway for calendar fiscal year-end companies, we wanted to provide some helpful reminders that companies should consider as they commence work on their annual reports, as well as considerations for potential updates to D&O questionnaires and company charters and bylaws. Our annual Client Alert covers the following topics:Continue Reading Reminders for the Annual Report on Form 10-K