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
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
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
It has never been more important for public companies to engage—and engage regularly—with their shareholders. Sustained engagement helps companies communicate their strategy, understand shareholder perspectives, and even...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
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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
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
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Climate Change ,
Corporate Governance ,
Diversity ,
Environmental Social & Governance (ESG) ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Shareholders
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 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
On April 1, 2022, a Superior Court judge in Los Angeles struck down California's landmark legislation requiring representation of "underrepresented communities" on the boards of publicly held companies based in California....more
4/6/2022
/ Board of Directors ,
California ,
Corporate Governance ,
Diversity ,
Gender Equity ,
Publicly-Traded Companies ,
Quotas ,
Secretary of State ,
Shareholders ,
State and Local Government ,
Woman Board Members
The past two years have seen a dramatic shift in practice relating to the Delaware public benefit corporation (the PBC)—a corporate form that requires the board of directors to balance stockholders' monetary interests, the...more
On December 15, 2021, the U.S. Securities and Exchange Commission (SEC) proposed rules governing issuers' equity share repurchases. Proposed Rule 13a-21 would require more detailed and significantly more frequent disclosure...more
On December 15, 2021, the U.S. Securities and Exchange Commission (SEC) proposed amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) to introduce new requirements for Rule 10b5-1 trading plans...more
Below is a high-level summary of applicable rule changes, guidance, and disclosure considerations for the 2022 reporting season for public companies....more
12/20/2021
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Corporate Governance ,
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Glass Lewis ,
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Popular
On November 17, 2021, the Securities and Exchange Commission (SEC) adopted rules that will require the use of a single "universal" proxy card in connection with most contested elections of directors. These rules, which have...more
On August 6, 2021, the U.S. Securities and Exchange Commission (SEC) approved the proposed rule change submitted by The Nasdaq Stock Market LLC (Nasdaq) to adopt new listing rules establishing a disclosure-based framework...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
The novel coronavirus (COVID-19) is affecting all aspects of our clients' businesses, not to mention their personal lives. We are fielding numerous legal and practical questions in many different substantive areas and will...more
3/19/2020
/ Acquisitions ,
Annual Meeting ,
Board of Directors ,
Capital Raising ,
Compensation ,
Coronavirus/COVID-19 ,
Fiduciary Duty ,
Form 10-K ,
Form 8-K ,
Liquidity ,
Mergers ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Shareholders ,
Shelter-In-Place ,
Stock Trades ,
Virtual Meetings
As we previously discussed, on September 30, 2018, former California Governor Jerry Brown signed legislation intended to ensure that public companies headquartered in California have at least one female director. This...more