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Delaware Amends General Corporation Law to Stanch Company Exodus

On March 25, Delaware adopted significant amendments to §§ 144 and 220 of the Delaware General Corporation Law which aim to provide greater clarity and predictability to corporate fiduciaries in light of certain recent...more

SEC Updates CDIs on Schedules 13D and 13G Eligibility

The SEC published updated Compliance and Disclosure Interpretations on the filing of Schedules 13D and 13G/Shareholder Engagement....more

Delaware Supreme Court Provides Much-Anticipated Clarity on Reincorporations

This case stems from the proposed reincorporations of Tripadvisor, Inc. and Liberty TripAdvisor Holdings, Inc. from Delaware to Nevada, which were first presented to the corporations’ respective stockholders for approval in...more

2024 Corporate Governance Practices and Trends in Silicon Valley and at Large Companies Nationwide

Corporate governance practices vary significantly among public companies. This reflects many factors, including: ..Differences in their stage of development, including the relative importance placed on various business...more

Delaware Adopts Important Amendments to Its General Corporation Law

On July 17, 2024, Delaware Gov. John Carney signed into law significant amendments to the Delaware General Corporation Law (DGCL), which will become effective on August 1, 2024. The amendments were articulated in Delaware...more

ESG Insights: Silicon Valley’s Largest Public Tech and Life Sciences Companies Expanded ESG Reporting in 2023

Amidst challenges and conflicting demands from a variety of stakeholders, technology and life sciences companies have increased their voluntary disclosure regarding environmental, social and governance (ESG) concerns. Despite...more

Delaware Chancery Court Orders Recission of Elon Musk Moonshot Grant in Important Case on Transactions with Potential Corporate...

Background on Moonshot Award Practices - In the years leading up to the slowdown in the IPO markets in late 2021, it had become increasingly common for high-growth technology companies to grant large equity incentive...more

Delaware Supreme Court Clears Path for Officer Exculpation in Multi-Class Corporations

On January 17, 2024, the Supreme Court of Delaware upheld the Delaware Chancery Court’s decision in In re Fox Corp./SNAP Inc. Section 242 Litigation, which held that corporations with a multi-class voting structure did not...more

Corporate Governance Practices and Trends in Silicon Valley and at Large Companies Nationwide

For two decades, Fenwick has reported on corporate governance statistics and trends among the S&P 100 and Silicon Valley’s top public companies (Fenwick – Bloomberg Law Silicon Valley 150 List), with the goal of educating...more

Proxy Voting Advisory Firms Address Severance Payments, Cybersecurity Risk Ownership and Share Ownership Guidelines in Updates to...

Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy voting advisory firms in the United States, have announced updates and clarifications for their voting guidelines for the U.S. market for the 2024...more

2023 Proxy Season Results in Silicon Valley and Large Companies Nationwide

Broadly considered, stockholder activism has been a significant phenomenon among the largest U.S. public companies, with activists of a variety of stripes waging campaigns on a wide range of issues including in the form of...more

SEC Adopts Rules for Shorter Deadlines and More Transparency in Share Ownership Reporting

On October 10, 2023, the U.S. Securities and Exchange Commission adopted new rules (the Amendments) that amend Regulation 13D-G under the Securities Exchange Act of 1934 (the Exchange Act), which provide companies, and the...more

ESG Reporting for Private Companies

As we have noted in our previous report, environmental, social and governance (ESG) issues have garnered significant attention from a variety of stakeholders, resulting in increased reporting by many companies. While much of...more

ESG Insights: Silicon Valley’s Largest Public Tech and Life Sciences Companies Stepped Up ESG Reporting Last Year

Environmental, social and governance (ESG) concerns and how companies respond to them continue to generate scrutiny from a large number of stakeholders. Last year, in our ESG in Silicon Valley: A Look at the ESG Disclosure...more

SEC Announces Final Rules Regarding Proxy Voting Advice and Proposed Rules Regarding Shareholder Proposals

On June 13, 2022, the U.S. Securities and Exchange Commission (1) adopted amendments (the “Amendments”) to the proxy rules related to proxy advisory firms and (2) released proposed rules (“Proposed Rules”) regarding the...more

ESG in Silicon Valley: A Look at the ESG Disclosure Practices of the SV 150 - March 2022

Throughout the last few years, investors, proxy advisors, governance professionals and a number of stakeholders have expressed a keen interest in how companies are managing their environmental, social and governance (ESG)...more

SEC Proposes Rules for Shorter Deadlines and More Transparency in Share Ownership Reporting

On February 10, 2022, the U.S. Securities and Exchange Commission issued a proposal (Proposed rules: Modernization of Beneficial Ownership Reporting) that would amend Regulation 13D-G under the Securities Exchange Act of 1934...more

Best Practices for Establishing ESG Disclosure Controls and Oversight

In recent years the demand for information regarding companies’ environmental, social and governance (ESG) activities, risks and opportunities has risen sharply. Shareholders and other stakeholders seek ESG information that...more

SEC Adopts Guidance Likely to Lead to More Policy-Related Shareholder Proposals

On November 3, 2021, the Staff of the Securities and Exchange Commission’s Division of Corporation Finance issued Staff Legal Bulletin No. 14L (the New SLB), which will make it more difficult for companies to exclude social...more

Public Company Guide – Planning for Shareholder Engagement

Today, shareholders are increasingly demanding corporate accountability on a variety of issues, ranging from compensation and human capital management to governance and board diversity, among others. As a result, most...more

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