For decades, Delaware has been the top choice for incorporation in the United States, providing a stable legal framework and business-savvy courts. In recent months, a debate has arisen over the ongoing vitality of Delaware law, while other states have
Known Trends
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SEC Votes to End Defense of Climate Disclosure Rules
On March 27, 2025, the SEC announced that it voted (2-1) to end its defense of the final enhanced and standardized climate-related disclosure rules (the Climate Rules). The SEC previously adopted the Climate Rules on March 6, 2024. The Climate…
Delaware Enacts Landmark Corporate Law Amendments
On March 25, 2025, the Delaware legislature and Governor enacted landmark amendments to the Delaware General Corporation Law that will have significant impacts for Delaware corporations and transaction planning. Our recent Client Alert discusses the changes effected by these amendments…
The Corporate Director Podcast | Tips and Trends Shaping the 2025 Proxy Season
Wilson Sonsini partners Sebastian Alsheimer and Doug Schnell recently joined The Corporate Director podcast to discuss the evolving landscape of shareholder activism. They provided practical advice on protecting against shareholder activism and engaging in effective shareholder engagement. Listen to the…
Webinar Series Alert | Environmental and Social Changes in the New Administration, March 18, 19 & 20
Join Wilson Sonsini for a three-part webinar series that will provide helpful updates on the state of ESG and practical tips for navigating a shifting landscape. The webinar series will be held on March 18, 19, and 20, 2025, from…
Glass Lewis Stands by Its Diversity-Related Voting Guidelines but Will Include Flag
As we reported in our Preparing for the 2025 Proxy Season client alert, Glass Lewis announced on February 18, 2025, that it was reviewing its diversity-related voting guidelines “in the face of the U.S. Administration’s recent Executive Orders and…
Preparing for the 2025 Reporting Season: Proxy Season Reminders
With the 2025 proxy season under way, our recent Client Alert highlights governance, disclosure, and engagement considerations for companies preparing for their 2025 annual meetings. The alert covers a broad range of topics including the following:
- Governance and Disclosure Considerations
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ISS and Glass Lewis: Board Diversity Voting Policies
On February 11, 2025, Institutional Shareholder Services (ISS) announced a change to its voting policy with respect to board diversity. ISS will no longer consider the gender and racial and/or ethnic diversity of U.S. company directors when making vote recommendations…
Delaware Legislators and Governor Propose Landmark Legislation
Our Client Alert discusses landmark legislation and initiatives recently announced by Delaware legislative leaders and Governor that would, if enacted into law, address critical topics, including director independence, controlling stockholders, stockholders’ books and records inspection rights, and plaintiffs’ attorney fee…
Corp Fin Updates CDIs on Beneficial Ownership Reporting
On February 11, 2025, the SEC’s Division of Corporation Finance (Corp Fin) updated its Compliance and Disclosure Interpretations (CDIs) relating to Regulation 13D-G beneficial ownership reporting by revising Question 103.11 and issuing new Question 103.12.
In revised Question 103.11,…