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 18, 2025, the Ninth Circuit Court of Appeals (the Court) granted an injunction that stays enforcement of SB 261 while the Court reviews an appeal related to the ongoing litigation challenging SB 261 and SB 253 on...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
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
Under the new administration, several shifts in E&S have impacted public companies across a number of different practice areas. In light of these developments, companies are taking a wide array of approaches to disclosure,...more
3/10/2025
/ Antitrust Litigation ,
BlackRock ,
Climate Change ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Executive Orders ,
Federal Contractors ,
Investors ,
Policies and Procedures ,
Proxy Advisors ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
State Street ,
Sustainability ,
Trump Administration ,
Vanguard ,
Webinars
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
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
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
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
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
The second edition of the Silicon Valley 150 Risk Factor Trends Report summarizes the risk factor disclosure practices of the Valley’s largest public companies.
In August 2020, the U.S. Securities and Exchange Commission...more
Below is a summary of the rule changes, guidance, and disclosure considerations related to annual reports on Form 10-K to be filed in 2021....more
On December 1, 2020, Nasdaq announced the filing of a proposal with the U.S. Securities and Exchange Commission (SEC) to adopt new listing rules related to board diversity and disclosures. If adopted, these new listing rules...more
On September 30, 2020, California Governor Gavin Newsom signed legislation mandating representation of underrepresented communities on the boards of publicly held corporations based in California. This new law, known as...more
Wilson Sonsini Goodrich & Rosati is pleased to present the Silicon Valley 150 Risk Factor Trends Report, which analyzes the risk factor practices of the Valley’s largest public companies.
This report covers risk factor...more
Directors, officers, and other company insiders often receive a meaningful portion of their overall compensation through equity awards. As these awards vest, these insiders may seek to liquidate some or all of their...more
Nasdaq Provides Temporary Relief from Certain Shareholder Approval Requirements -
SEC Division of Corporation Finance Issues COVID-19 Related FAQs -
On May 4, 2020, the Securities and Exchange Commission...more
With earnings season rapidly approaching for many public companies, the uncertain and fluid nature of the COVID-19 pandemic is giving rise to complex determinations of what must, should, or can be disclosed and when. In light...more
As the novel coronavirus disease (COVID-19) pandemic continues, the U.S. Securities and Exchange Commission (SEC) has been providing guidance and implementing measures designed to provide relief to various market...more
Last week, the Delaware Supreme Court issued an important decision upholding the validity of "Federal Forum Provisions" in corporate charters requiring that claims under the Securities Act of 1933 (the "'33 Act") be brought...more
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
In the wake of the recent guidance issued by the U.S. Securities and Exchange Commission (SEC) on key performance indicators (KPIs) and metrics, which we discussed in this previous Client Alert, the SEC issued...more