On August 1, 2024, an extensive and important set of amendments to the Delaware General Corporation Law (the DGCL) will become effective. The amendments, which will apply both prospectively and retrospectively, were largely...more
In recent months, a conversation has emerged as to whether Delaware should remain the favored state of incorporation for business entities. Indeed, many of our clients have asked us whether they should remain in Delaware or...more
4/24/2024
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Texas
On February 23, 2024, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a decision concluding that some provisions of a stockholder agreement purporting to give a large stockholder various governance...more
On February 20, 2024, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued an opinion refusing to dismiss stockholder claims challenging the reincorporation of TripAdvisor from Delaware to Nevada and...more
As we enter the 2024 proxy season, public companies should consider a number of key disclosure and governance matters. Below is a high-level summary of applicable rule changes, guidance, and disclosure considerations for the...more
On February 1, 2024, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery issued a decision refusing to dismiss stockholder claims against directors and officers of Coinbase Global, Inc. over their sales of...more
We are pleased to share the December 2023 issue of Wilson Sonsini’s Sustainability and ESG Advisory Practice Update. Each issue combines news, key legal developments, and resources related to sustainability and environmental,...more
Join the Wilson Sonsini AI and Corporate Governance teams and prominent legal scholar and Harvard Law professor, Noah Feldman, for a webinar exploring the key considerations for AI companies and how they are governed....more
We are pleased to share the November 2023 issue of Wilson Sonsini's Sustainability and ESG Advisory Practice Update. Each issue combines news, key legal developments, and resources related to sustainability and environmental,...more
On October 31, 2023, in Crispo v. Musk, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery issued a decision addressing an important question that arises in mergers and acquisitions: if one of the parties...more
With the 2023 proxy season now over for most companies, we took a fresh look at recent bylaw and charter amendments at the Silicon Valley 150 (the SV150) to better understand how companies are addressing i) new Rule 14a-19,...more
Environmental Protection Agency (EPA) Completes the Launch of Greenhouse Gas Reduction Fund Opportunities -
On July 14, 2023, the EPA announced two notice of funding opportunities for up to $20 billion. Up to $14 billion...more
7/28/2023
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Corporate Governance ,
Corporate Social Responsibility ,
Delaware ,
Department of Energy (DOE) ,
Electric Vehicles ,
Employer Liability Issues ,
Environmental Protection Agency (EPA) ,
Environmental Social & Governance (ESG) ,
European Commission ,
France ,
Human Resources Professionals ,
Securities and Exchange Commission (SEC) ,
Sustainability ,
UK ,
USPTO
Vice Chancellor J. Travis Laster of the Delaware Court of Chancery recently issued a decision addressing whether a covenant not to sue set forth in a stockholders’ agreement is enforceable under Delaware law, with the result...more
Earlier today, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued an important ruling concluding that two companies with multiple classes of common stock were not required, under the Delaware statute,...more
In an important decision addressing an issue of first impression, the Delaware Court of Chancery determined that corporate officers owe a fiduciary duty of oversight under Delaware law. The case, In re McDonald’s Corporation...more
Management’s Discussion and Analysis (MD&A). MD&A rules require companies to “describe any known trends or uncertainties that have had or that are reasonably likely to have a material favorable or unfavorable impact on net...more
On November 17, 2022, Glass Lewis released its 2023 U.S. Policy Guidelines (U.S. Guidelines) and its 2023 ESG Initiatives Policy Guidelines (ESG Guidelines), effective for shareholder meetings on or after January 1, 2023. On...more
12/14/2022
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Climate Change ,
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Publicly-Traded Companies ,
Shareholders
Among the recently enacted changes to the Delaware General Corporation Law (DGCL) that were described in our August 1, 2022 Client Alert are some that provide more flexibility for boards of directors of Delaware corporations...more
Effective August 1, 2022, the Delaware General Corporation Law (the DGCL)—the statutory code that governs Delaware corporations—has been amended to make several significant changes. Among other things, the amendments will...more
On April 27, 2022, Vice Chancellor Sam Glasscock of the Delaware Court of Chancery issued an opinion, on a motion to dismiss, addressing several important governance topics about director and officer compensation—including...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
We are pleased to present the 2021 Delaware Corporate Law and Litigation Year in Review. A number of Delaware law and related corporate governance developments occurred in 2021 that should be of significant interest to...more
The Delaware Court of Chancery recently addressed whether an outside director’s use of another entity’s email account would require the director to turn over emails from that account in stockholder litigation relating to his...more
On September 20, 2021, the Delaware Supreme Court overruled its 2006 decision in Gentile v. Rossette, eliminating so-called "dual natured" simultaneous direct and derivative claims for breach of fiduciary duty. The decision...more
Earlier this week, the Delaware Supreme Court issued a significant decision reinforcing Delaware's strong policy favoring private ordering and giving effect to agreements among sophisticated stockholders. The decision...more