Background - Last year, Wilson Sonsini Goodrich & Rosati surveyed various corporate governance and disclosure practices of venture-backed companies incorporated in the United States and involved in U.S. initial public offerings (IPOs) from January 2010 through June 2011. This year, we examined the 45 U.S. venture-backed companies involved in the largest IPOs measured by deal size from July 2011 through June 2012, and reviewed practices and trends in the following areas:

- Directors and independence

- Board committees

- Board policies

- Stock plans

- Key metrics and non-GAAP measures

- Defensive measures