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 February 27, 2026, the U.S. Securities and Exchange Commission (SEC or Commission) announced that it adopted final rule and form amendments implementing the Holding Foreign Insiders Accountable Act (the HFIA Act). The HFIA...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
On December 16, 2025, the European Parliament formally adopted the final text of the legislative amendments simplifying the rules on sustainable finance reporting, sustainability due diligence, and taxonomy by revising the...more
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 2025 Silicon Valley 150 Corporate Governance Report reviews the corporate governance practices and disclosures of Silicon Valley’s largest public companies. The report includes information regarding board...more
12/5/2025
/ Activist Investors ,
Board of Directors ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Proxy Statements ,
Publicly-Traded Companies ,
Shareholder Proposals ,
Sustainability
On November 25, 2025, ISS Governance announced the release of its 2026 Benchmark Policy Updates, which will apply to shareholder meetings on or after February 1, 2026. Set forth below are key changes for U.S. companies. The...more
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
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
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
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 September 27, 2024, the U.S. Securities and Exchange Commission (SEC) adopted amendments to Rules 10 and 11 of Regulation S-T, Form ID, and the EDGAR Filer Manual, concerning access to and management of accounts on EDGAR...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
2025 is off to a fast start with several changes in the legal landscape of the environmental and social (E&S) categories of ESG (Environmental, Social, and Governance). This alert highlights key E&S developments thus far in...more
3/3/2025
/ California ,
Climate Change ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
Environmental Policies ,
Environmental Social & Governance (ESG) ,
EU ,
Executive Orders ,
Federal Contractors ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
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 February 12, 2025, the U.S. Securities and Exchange Commission (the Commission) Division of Corporation Finance staff (the staff) issued Staff Legal Bulletin No. 14M (SLB 14M) to provide informal guidance on shareholder...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
Wilson Sonsini’s 2024 Silicon Valley 150 Corporate Governance Report reviews the corporate governance practices and disclosures of the Valley's largest public companies between October 1, 2023, and September 30, 2024. The...more
Following an order by the U.S. Securities and Exchange Commission (SEC) implementing a stay of its final climate disclosure rules pending review of legal challenges to such rules in the U.S. Court of Appeals for the Eighth...more
4/19/2024
/ California ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
EU ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Sustainability ,
Transparency Directive
On April 4, 2024, the U.S. Securities and Exchange Commission (SEC) issued an order (the Order) implementing a stay of its final climate-related disclosure rules1 adopted on March 6, 2024 (the Final Rules)....more