On March 21, 2022, a divided U.S. Securities and Exchange Commission (SEC) proposed enhanced and standardized climate-related disclosure rules to require disclosure of climate-related information in registration statements,...more
On February 10, 2022, the U.S. Securities and Exchange Commission (SEC) proposed amendments to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. These...more
The past two years have seen a dramatic shift in practice relating to the Delaware public benefit corporation (the PBC)—a corporate form that requires the board of directors to balance stockholders' monetary interests, the...more
On December 15, 2021, the U.S. Securities and Exchange Commission (SEC) proposed rules governing issuers' equity share repurchases. Proposed Rule 13a-21 would require more detailed and significantly more frequent disclosure...more
On December 15, 2021, the U.S. Securities and Exchange Commission (SEC) proposed amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) to introduce new requirements for Rule 10b5-1 trading plans...more
Below is a high-level summary of applicable rule changes, guidance, and disclosure considerations for the 2022 reporting season for public companies....more
12/20/2021
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On November 17, 2021, the Securities and Exchange Commission (SEC) adopted rules that will require the use of a single "universal" proxy card in connection with most contested elections of directors. These rules, which have...more
On August 6, 2021, the U.S. Securities and Exchange Commission (SEC) approved the proposed rule change submitted by The Nasdaq Stock Market LLC (Nasdaq) to adopt new listing rules establishing a disclosure-based framework...more
On May 19, 2021, the U.S. Securities and Exchange Commission (SEC) approved Nasdaq's proposal to allow companies to conduct primary direct listings on The Nasdaq Global Select Market. This approval comes nearly five months...more
On November 19, 2020, the U.S. Securities and Exchange Commission (SEC) announced that it voted to adopt amendments to modernize, simplify, and enhance certain financial disclosure requirements in Regulation S-K, including...more
In April 2020, Wilson Sonsini, together with two other leading Silicon Valley-based law firms, submitted a formal rulemaking petition to the U.S. Securities and Exchange Commission (SEC) asking the SEC to amend Rules 11 and...more
ISS and Glass Lewis Open Peer Group Submission Windows Soon -
On November 12, 2020, Institutional Shareholder Services (ISS) published its Proxy Voting Guidelines Updates for 2021, which are effective for meetings on or...more
On September 30, 2020, California Governor Gavin Newsom signed legislation mandating representation of underrepresented communities on the boards of publicly held corporations based in California. This new law, known as...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
In light of the continued market uncertainty caused by the novel coronavirus (COVID-19) pandemic, The Nasdaq Stock Market LLC (Nasdaq) and the New York Stock Exchange (NYSE) have tolled compliance periods for certain of their...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
Over the past week, several measures have been implemented to assist public companies impacted by the COVID-19 pandemic in meeting their disclosure and governance obligations. These measures include, among others...more
On March 27, 2020, the President signed the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), a $2 trillion stimulus package thought to be the largest in U.S. history. This is the third stimulus package adopted...more
On March 31, 2020, six counties in the San Francisco Bay Area, as well as the City of Berkeley, extended and tightened their March 16, 2020 orders for all individuals living in those locations to shelter in place to slow the...more
4/1/2020
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Shelter-In-Place ,
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State and Local Government
On March 26, the U.S. Securities and Exchange Commission (SEC) announced that it adopted a temporary final rule that provides relief from Form ID notarization requirements. A Form ID is an application for access to the SEC's...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
The novel coronavirus (COVID-19) is affecting all aspects of our clients' businesses, not to mention their personal lives. We are fielding numerous legal and practical questions in many different substantive areas and will...more
3/19/2020
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Shareholder Activism ,
Shareholders ,
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Stock Trades ,
Virtual Meetings
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
On January 30, 2020, Chairman Jay Clayton (the chairman) of the U.S. Securities and Exchange Commission (SEC, or the commission) issued a statement related to 1) financial disclosures and performance metrics in light of the...more
As we previously discussed, on September 30, 2018, former California Governor Jerry Brown signed legislation intended to ensure that public companies headquartered in California have at least one female director. This...more