Under the new administration, several shifts in E&S have impacted public companies across a number of different practice areas. In light of these developments, companies are taking a wide array of approaches to disclosure,...more
3/10/2025
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Investors ,
Policies and Procedures ,
Proxy Advisors ,
Proxy Season ,
Proxy Voting Guidelines ,
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Webinars
With the 2025 proxy season upon us, this Alert highlights governance, disclosure, and engagement considerations for companies preparing for their 2025 annual meetings. Many of the governance and disclosure matters discussed...more
On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit vacated the U.S. Securities and Exchange Commission’s (SEC’s) order approving The Nasdaq Stock Market LLC’s (Nasdaq’s) board diversity listing standards....more
If U.S. congressional leaders are unable to resolve the current federal budget standoff, it is expected that much of the federal government, including the U.S. Securities and Exchange Commission (SEC), would shut down soon...more
No Next-Business-Day Reporting Requirement -
On May 3, 2023, the Securities and Exchange Commission (SEC) approved final rules governing disclosure of repurchases of issuers' equity securities that are registered under the...more
As we enter the 2023 proxy season, there are a number of new regulatory requirements, both technical and substantive, that have been implemented, and many more on the horizon. For example, many companies will need to comply...more
2/10/2023
/ Board of Directors ,
Corporate Governance ,
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Glass Lewis ,
Institutional Shareholder Services (ISS) ,
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Shareholders
On December 14, 2022, the U.S. Securities and Exchange Commission (SEC) approved final rules amending Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) to impose additional conditions to the availability of...more
The second edition of the Silicon Valley 150 Risk Factor Trends Report summarizes the risk factor disclosure practices of the Valley’s largest public companies.
In August 2020, the U.S. Securities and Exchange Commission...more
Below is a summary of the rule changes, guidance, and disclosure considerations related to annual reports on Form 10-K to be filed in 2021....more
Wilson Sonsini Goodrich & Rosati is pleased to present the Silicon Valley 150 Risk Factor Trends Report, which analyzes the risk factor practices of the Valley’s largest public companies.
This report covers risk factor...more
Directors, officers, and other company insiders often receive a meaningful portion of their overall compensation through equity awards. As these awards vest, these insiders may seek to liquidate some or all of their...more
Nasdaq Provides Temporary Relief from Certain Shareholder Approval Requirements -
SEC Division of Corporation Finance Issues COVID-19 Related FAQs -
On May 4, 2020, the Securities and Exchange Commission...more
With earnings season rapidly approaching for many public companies, the uncertain and fluid nature of the COVID-19 pandemic is giving rise to complex determinations of what must, should, or can be disclosed and when. In light...more
As the novel coronavirus disease (COVID-19) pandemic continues, the U.S. Securities and Exchange Commission (SEC) has been providing guidance and implementing measures designed to provide relief to various market...more
On March 13, 2020, the staff of the Division of Corporation Finance (staff) of the U.S. Securities and Exchange Commission (the SEC) issued guidance to assist companies, shareholders, and other market participants affected by...more
In the wake of the recent guidance issued by the U.S. Securities and Exchange Commission (SEC) on key performance indicators (KPIs) and metrics, which we discussed in this previous Client Alert, the SEC issued...more
The Securities and Exchange Commission (SEC) recently issued its long-awaited proposal for "pay-versus-performance" disclosure. The proposed rules would implement the requirements of Section 953(a) of the Dodd-Frank Wall...more
A tenet of corporate law is that directors—not shareholders—manage a company's business and affairs. Recognizing that proposals adopted through the Rule 14a-8 process could allow shareholders to intrude on matters...more
The Comptroller of the City of New York, who oversees pension funds with a combined $160 billion in assets, recently submitted proxy access shareholder proposals at 75 U.S. public companies as part of its Boardroom...more