In a series of recent public statements and announcements, the U.S. Securities and Exchange Commission (SEC) has signaled that climate change disclosures will be front and center on its agenda....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
Although we all hope for a quick return to stability, the current environment raises the possibility of an increase in down-round financings—private company financings in which the company has a reduced valuation from its...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
/ Alameda County ,
Bay Area ,
City of Berkeley ,
Contra Costa County ,
Coronavirus/COVID-19 ,
Essential Functions ,
Executive Orders ,
Marin County ,
Non-Essential Businesses ,
San Francisco ,
San Mateo County ,
Santa Clara County ,
Shelter-In-Place ,
Social Distancing ,
State and Local Government
The reported demise of dual-class stock appears to be, to paraphrase Mark Twain, "greatly exaggerated." The end of dual-class stock was predicted following the decisions this summer by the major indices, including FTSE...more
Major index providers S&P Dow Jones, FTSE Russell, and MSCI recently adopted, or are in the process of considering, changes to their index eligibility rules that could significantly impact companies that have, or that are...more
Dual-class stock has become the target of heightened attention, particularly in light of Snap’s recent IPO. While the structure remains popular for companies trying to respond to the short-term outlook of public...more
We have organized this booklet into three major chapters.
In Chapter One, we discuss the period leading up to a decision to proceed with an initial public offering, with a focus on the prerequisites to, as well as the...more
August 20, 2015 On August 5, 2015, the Securities and Exchange Commission (SEC) adopted the final pay ratio disclosure rules to implement Section 953(b) of the Dodd-Frank Act. These rules, which will require proxy disclosure...more
On July 1, 2015, the Securities and Exchange Commission (SEC) issued proposed rules that would require publicly listed companies to recover (or "clawback") excess incentive-based compensation from current and former...more
7/13/2015
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
The aggressive use (or misuse) of Rule 10b5-1 trading plans is likely to become a significant area of focus for regulatory enforcement and securities class action plaintiffs. The floodlights now aimed at such plans are the...more