Amy Simmerman on Publicly-Traded Companies

Preparing for the 2024 Proxy Season

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

2/13/2024 / Board of Directors , Compensation , Corporate Governance , Diversity , Proxy Season , Proxy Statements , Publicly-Traded Companies , Securities and Exchange Commission (SEC) , Shareholder Proposals , Shareholders

Delaware Court of Chancery Addresses Fiduciary Duty Claims in the Direct Listing Context

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

2/9/2024 / Board of Directors , Capital Markets , Corporate Governance , Delaware , Delaware General Corporation Law , Direct Listing , Fiduciary Duty , Publicly-Traded Companies , Shareholder Litigation , Shareholders

Lessons from the 2023 Proxy Season: Advance Notice Bylaws and Officer Exculpation

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

8/22/2023 / Board of Directors , Bylaws , Corporate Charters , Corporate Governance , Corporate Officers , Proxy Season , Proxy Statements , Publicly-Traded Companies , Shareholders

Reminders for Preparing the Annual Report on Form 10-K

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

12/15/2022 / Corporate Governance , Disclosure Requirements , Financial Statements , Form 10-K , Geopolitical Risks , MD&A Statements , Non-GAAP Financial Measures , Publicly-Traded Companies , Regulatory Oversight , Securities and Exchange Commission (SEC)

Glass Lewis and ISS Issue 2023 Updates

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 / Board of Directors , Climate Change , Corporate Governance , Diversity , Environmental Social & Governance (ESG) , Glass Lewis , Institutional Shareholder Services (ISS) , Proxy Season , Proxy Voting Guidelines , Publicly-Traded Companies , Shareholders

Changes in Law Allow Increased Flexibility for Management of Delaware Corporations to Grant Equity Awards; Should You Take...

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

8/12/2022 / Board of Directors , Corporate Counsel , Corporate Governance , Delaware , Delaware General Corporation Law , Publicly-Traded Companies , Shareholders , Stocks

Delaware Courts Continue Strict Review of Compensation Matters; Practical Advice on Decision-Making Processes

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

6/13/2022 / Board of Directors , Compensation & Benefits , Corporate Counsel , Corporate Governance , Delaware , Executive Compensation , Fiduciary Duty , Publicly-Traded Companies , Shareholders

2021 Delaware Corporate Law and Litigation Year in Review

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

1/27/2022 / Board of Directors , Corporate Counsel , Corporate Governance , DE Supreme Court , Delaware , Delaware General Corporation Law , Publicly-Traded Companies , Shareholders

Delaware Court of Chancery Addresses Outside Director’s Use of Another Entity’s Email Account for Board Communications

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

10/5/2021 / Board of Directors , Corporate Communications , Corporate Counsel , Corporate Governance , Delaware , Delaware General Corporation Law , Email , Email Policies , Publicly-Traded Companies , Shareholders

COVID-19 Update: SEC Guidance and Practical Considerations for Virtual Annual Meetings

On March 13, 2020, the staff of the Division of Corporation Finance (staff) of the U.S. Securities and Exchange Commission (the SEC) issued guidance to assist companies, shareholders, and other market participants affected by...more

3/19/2020 / Annual Meeting , Coronavirus/COVID-19 , Corporate Governance , Publicly-Traded Companies , Relief Measures , Securities and Exchange Commission (SEC) , Virtual Meetings

Delaware Court of Chancery Dismisses Challenge to Acquisition of VC-Backed Public Company

In late 2017, the Delaware Court of Chancery issued an important decision rejecting a post-closing challenge to the sale of a venture capital-backed public company. The decision, van der Fluit v. Yates,1 by Vice Chancellor...more

1/8/2018 / Acquisitions , Corwin Doctrine , Dismissals , Fairness Standard , Post-Closing Rights , Publicly-Traded Companies , Revlon Standard , Venture Capital

Amy Simmerman

Wilson Sonsini Goodrich & Rosati

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