With the 2026 proxy season upon us, companies are finalizing annual meeting materials against a backdrop of shifting investor priorities, evolving engagement dynamics, and regulatory uncertainty. This alert highlights...more
On December 18, 2025, President Donald J. Trump signed the Fiscal Year 2026 National Defense Authorization Act (NDAA), which includes Section 8103, known as the “Holding Foreign Insiders Accountable Act.” The legislation...more
12/24/2025
/ Corporate Governance ,
Disclosure Requirements ,
Filing Deadlines ,
Foreign Private Issuers ,
Insider Trading ,
New Legislation ,
Popular ,
Reporting Requirements ,
Section 16 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934
As the year-end reporting season approaches, many public companies are starting preparations for their annual reports on Form 10-K to be filed in early 2026. Below are five key reminders as preparations begin....more
12/8/2025
/ Certification Requirements ,
Corporate Counsel ,
Disclosure Requirements ,
Emerging Growth Companies ,
Filing Requirements ,
Form 10-K ,
Internal Controls ,
Regulation S-K ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC)
Wilson Sonsini's Rule 10b5-1 Trading Plan Guidelines: A Survey of the SV150 provides an in-depth analysis of the Rule 10b5-1 trading plan guidelines of 75 companies in the Lonergan SV150. The report examines several key...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
Wilson Sonsini is pleased to present Insider Trading Policies: A Survey of the SV150, which analyzes the insider trading policies of Silicon Valley’s largest public companies....more
With the 2025 proxy season upon us, this Alert highlights governance, disclosure, and engagement considerations for companies preparing for their 2025 annual meetings. Many of the governance and disclosure matters discussed...more
On November 14, 2024, Glass Lewis published its 2025 U.S. Benchmark Policy Guidelines (U.S. Guidelines), and its 2025 Shareholder Proposals & ESG-Related Benchmark Policy Guidelines (ESG Guidelines), both effective for...more
If U.S. congressional leaders are unable to pass legislation for continued government funding, it is expected that much of the federal government, including the U.S. Securities and Exchange Commission (SEC), would shut down...more
On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit vacated the U.S. Securities and Exchange Commission’s (SEC’s) order approving The Nasdaq Stock Market LLC’s (Nasdaq’s) board diversity listing standards....more
With the year-end reporting season on the horizon, this Alert highlights new disclosures and other considerations for annual reports on Form 10-K to be filed in 2025. It also discusses potential updates to D&O questionnaires...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
This year, our annual client alert with reminders for preparing the annual report on Form 10-K includes a short summary of new disclosure requirements effective this year and next year, followed by a more detailed discussion...more
If U.S. congressional leaders are unable to resolve the current federal budget standoff, it is expected that much of the federal government, including the U.S. Securities and Exchange Commission (SEC), would shut down soon...more
On July 26, 2023, the U.S. Securities and Exchange Commission (SEC) approved final rules requiring that public companies report material cybersecurity incidents as well as disclose their cybersecurity risk management,...more
No Next-Business-Day Reporting Requirement -
On May 3, 2023, the Securities and Exchange Commission (SEC) approved final rules governing disclosure of repurchases of issuers' equity securities that are registered under the...more
On March 14, 2023, the Securities and Exchange Commission (SEC) instituted cease-and-desist proceedings against DXC Technology Company (DXC) for alleged violations of Regulation G and other federal securities laws in its...more
As we enter the 2023 proxy season, there are a number of new regulatory requirements, both technical and substantive, that have been implemented, and many more on the horizon. For example, many companies will need to comply...more
2/10/2023
/ Board of Directors ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Advisory Firms ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Shareholders
On December 14, 2022, the U.S. Securities and Exchange Commission (SEC) approved final rules amending Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) to impose additional conditions to the availability of...more
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
On October 26, 2022, the U.S. Securities and Exchange Commission (SEC) approved final rules that will ultimately require public companies to adopt, enforce, and disclose policies to recover (or “clawback”) excess...more
11/1/2022
/ Board of Directors ,
Clawbacks ,
Corporate Officers ,
Directors ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Incentive Compensation ,
Publicly-Traded Companies ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Shareholders
On October 7, 2022, the U.S. Securities and Exchange Commission (SEC) announced that it will reopen the public comment periods for 11 rulemaking releases and one request for comment due to a technological error that resulted...more
On August 25, 2022, the U.S. Securities and Exchange Commission (SEC) approved final rules on the correlation between executive pay and company performance (pay-for-performance). As discussed in our previous client alert,...more
On August 6, 2021, the U.S. Securities and Exchange Commission (SEC) approved the proposed rules submitted by the Nasdaq Stock Market (Nasdaq) relating to diversity on the boards of directors of Nasdaq listed companies (the...more
On May 13, 2022, a Los Angeles Superior Court judge struck down California's legislation requiring representation of women on the boards of publicly held companies with principal executive offices in California. The law,...more