In a much-anticipated decision issued on December 19, 2025, the Delaware Supreme Court reversed the Delaware Court of Chancery’s rescission of Elon Musk’s 2018 equity compensation package and, as a result, significantly cut...more
On November 17, 2025, the Division of Corporation Finance (the Division) of the Securities and Exchange Commission (the SEC) announced a significant shift in its approach to no-action requests for the current proxy season....more
On October 9, 2025, Chairman Paul S. Atkins of the U.S. Securities and Exchange Commission (SEC) gave a much-publicized keynote address at the University of Delaware’s John L. Weinberg Center for Corporate Governance. In the...more
Engaging with shareholders and responding to shareholder activism continue to be top-of-mind for public companies. These situations present opportunities for management teams and boards of directors to work together to...more
A high-profile discussion has continued among many in the market over the status of Delaware as the favored state of incorporation compared to other states. Nevada and Texas have continued to engage in competitive efforts and...more
On September 17, 2025, the U.S. Securities and Exchange Commission (SEC or Commission) approved a Policy Statement clarifying the SEC’s position on accelerating the effective date of registration statements for the offer and...more
On February 4, 2025, the Delaware Supreme Court issued its much-anticipated decision in the TripAdvisor1 litigation addressing the standard of review that applies to a board’s decision to reincorporate from Delaware to...more
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
This latest edition features articles on biotech client Siolta Therapeutics, the use of safety and efficacy findings to extend drug exclusivity periods, life sciences venture financings for clients in 2023, and updated USPTO...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
/ Board of Directors ,
California ,
Corporate Governance ,
Corporate Officers ,
Delaware ,
Delaware General Corporation Law ,
Franchise Taxes ,
Nevada ,
Popular ,
Shareholders ,
Texas
The last several months have marked an extremely busy time in Delaware corporate law, with regard to decisions out of the Delaware courts, proposed legislative responses, and shifting market practices. In recent weeks in...more
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
/ China ,
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
On July 6, 2023, the Delaware Court of Chancery issued an important opinion that seeks to further limit the “merger tax” imposed on many companies in the context of significant M&A transactions. The court declared that future...more
On June 27, 2023, Vice Chancellor Lori Will of the Delaware Court of Chancery issued a much-anticipated decision addressing the obligations of the board of directors of The Walt Disney Company (Disney) in overseeing Disney’s...more
6/30/2023
/ Board of Directors ,
Books & Records ,
Delaware General Corporation Law ,
Disney ,
Environmental Social & Governance (ESG) ,
Fiduciary Duty ,
Florida ,
Gay Rights ,
Governor DeSantis ,
Shareholder Litigation ,
Shareholders
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