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 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
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
On May 19, 2021, the U.S. Securities and Exchange Commission (SEC) approved Nasdaq's proposal to allow companies to conduct primary direct listings on The Nasdaq Global Select Market. This approval comes nearly five months...more
On April 12, 2021, the U.S. Securities and Exchange Commission (SEC) published a joint statement by John Coates, Acting Director of the Division of Corporation Finance, and Paul Munter, Acting Chief Accountant, which provides...more
On April 2, 2021, the Securities and Exchange Commission (SEC) approved the proposed rule change filed by the New York Stock Exchange (NYSE) to amend certain of the shareholder approval requirements in the NYSE Listed Company...more
On March 24, 2021, the U.S. Securities and Exchange Commission (SEC) adopted interim final amendments to implement the submission and disclosure requirements of the Holding Foreign Companies Accountable Act, or HFCA Act, new...more
In a series of recent public statements and announcements, the U.S. Securities and Exchange Commission (SEC) has signaled that climate change disclosures will be front and center on its agenda....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 22, 2020, the U.S. Securities and Exchange Commission (SEC) approved the proposed rule change filed by the New York Stock Exchange (NYSE) allowing companies to sell new shares and raise capital in direct listings....more
On November 19, 2020, the U.S. Securities and Exchange Commission (SEC) announced that it voted to adopt amendments to modernize, simplify, and enhance certain financial disclosure requirements in Regulation S-K, including...more
U.S. House of Representatives Passes the Holding Foreign Companies Accountable Act -
On November 23, 2020, the Division of Corporation Finance published CF Disclosure Guidance: Topic No. 10, Disclosure Considerations for...more
In April 2020, Wilson Sonsini, together with two other leading Silicon Valley-based law firms, submitted a formal rulemaking petition to the U.S. Securities and Exchange Commission (SEC) asking the SEC to amend Rules 11 and...more
ISS and Glass Lewis Open Peer Group Submission Windows Soon -
On November 12, 2020, Institutional Shareholder Services (ISS) published its Proxy Voting Guidelines Updates for 2021, which are effective for meetings on or...more
At an open meeting on September 23, 2020, the U.S. Securities and Exchange Commission (SEC) voted to adopt amendments to certain procedural requirements and to the resubmission thresholds under the shareholder-proposal...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
On July 22, 2020, the U.S. Securities and Exchange Commission (SEC) voted 3 to 1, along party lines, to adopt amendments to its proxy solicitation rules relating to proxy voting advice. The final amendments, which were...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
In light of the continued market uncertainty caused by the novel coronavirus (COVID-19) pandemic, The Nasdaq Stock Market LLC (Nasdaq) and the New York Stock Exchange (NYSE) have tolled compliance periods for certain of their...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
Over the past week, several measures have been implemented to assist public companies impacted by the COVID-19 pandemic in meeting their disclosure and governance obligations. These measures include, among others...more
On March 26, the U.S. Securities and Exchange Commission (SEC) announced that it adopted a temporary final rule that provides relief from Form ID notarization requirements. A Form ID is an application for access to the SEC's...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
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