Brad Sorrels on Publicly-Traded Companies

Delaware Court of Chancery Addresses Fiduciary Duty Claims in the Direct Listing Context

On February 1, 2024, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery issued a decision refusing to dismiss stockholder claims against directors and officers of Coinbase Global, Inc. over their sales of...more

2/9/2024 / Board of Directors , Capital Markets , Corporate Governance , Delaware , Delaware General Corporation Law , Direct Listing , Fiduciary Duty , Publicly-Traded Companies , Shareholder Litigation , Shareholders

Lessons from the 2023 Proxy Season: Advance Notice Bylaws and Officer Exculpation

With the 2023 proxy season now over for most companies, we took a fresh look at recent bylaw and charter amendments at the Silicon Valley 150 (the SV150) to better understand how companies are addressing i) new Rule 14a-19,...more

8/22/2023 / Board of Directors , Bylaws , Corporate Charters , Corporate Governance , Corporate Officers , Proxy Season , Proxy Statements , Publicly-Traded Companies , Shareholders

Reminders for Preparing the Annual Report on Form 10-K

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

12/15/2022 / Corporate Governance , Disclosure Requirements , Financial Statements , Form 10-K , Geopolitical Risks , MD&A Statements , Non-GAAP Financial Measures , Publicly-Traded Companies , Regulatory Oversight , Securities and Exchange Commission (SEC)

Glass Lewis and ISS Issue 2023 Updates

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 / Board of Directors , Climate Change , Corporate Governance , Diversity , Environmental Social & Governance (ESG) , Glass Lewis , Institutional Shareholder Services (ISS) , Proxy Season , Proxy Voting Guidelines , Publicly-Traded Companies , Shareholders

2021 Delaware Corporate Law and Litigation Year in Review

We are pleased to present the 2021 Delaware Corporate Law and Litigation Year in Review. A number of Delaware law and related corporate governance developments occurred in 2021 that should be of significant interest to...more

1/27/2022 / Board of Directors , Corporate Counsel , Corporate Governance , DE Supreme Court , Delaware , Delaware General Corporation Law , Publicly-Traded Companies , Shareholders

Delaware Court of Chancery Addresses Outside Director’s Use of Another Entity’s Email Account for Board Communications

The Delaware Court of Chancery recently addressed whether an outside director’s use of another entity’s email account would require the director to turn over emails from that account in stockholder litigation relating to his...more

10/5/2021 / Board of Directors , Corporate Communications , Corporate Counsel , Corporate Governance , Delaware , Delaware General Corporation Law , Email , Email Policies , Publicly-Traded Companies , Shareholders

Delaware Court of Chancery Dismisses Challenge to Acquisition of VC-Backed Public Company

In late 2017, the Delaware Court of Chancery issued an important decision rejecting a post-closing challenge to the sale of a venture capital-backed public company. The decision, van der Fluit v. Yates,1 by Vice Chancellor...more

1/8/2018 / Acquisitions , Corwin Doctrine , Dismissals , Fairness Standard , Post-Closing Rights , Publicly-Traded Companies , Revlon Standard , Venture Capital

Brad Sorrels

Wilson Sonsini Goodrich & Rosati

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