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3.10.26
SEC Issues Exemptive Order for Section 16 Reports by Directors and Officers of Certain FPIs; Staff Issues New Guidance
On March 5, 2026, the U.S. Securities and Exchange Commission (SEC or Commission) issued an exemptive order relieving directors and officers of certain foreign private issuers (FPIs) from the Section 16(a) reporting requirements of the Securities Exchange Act of 1934 (Exchange Act). This relief applies to directors and officers filing reports under certain qualifying regulations in the jurisdictions identified in the order, subject to specific conditions.
Alerts
3.02.26
SEC Adopts Final Rules Under the Holding Foreign Insiders Accountable Act
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 Act, enacted on December 18, 2025,1 marks a significant change in the U.S. disclosure framework for foreign private issuers (FPIs)2 and—most directly—to their directors and officers.3
Alerts
12.23.25
Foreign Private Issuer Insiders to Be Subject to Section 16(a) Reporting
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 represents a significant change for foreign private issuers (FPIs) listed in the United States. Section 8103 imposes insider reporting obligations under Section 16(a) of the Securities Exchange Act of 1934 (Exchange Act) on directors and officers of FPIs, a requirement from which they have historically been exempt.
Client Highlights
6.27.25
Wilson Sonsini Advises Xero on Acquisition of Melio for up to $3 Billion
On June 24, 2025, New Zealand-based Xero Limited, a global small business platform that helps customers supercharge their business by bringing together the most important small business tools, announced it has entered into an agreement to acquire U.S.-based Melio Limited, a leading SMB bill pay platform that seamlessly integrates accounting and payments, and its associated entities (collectively Melio). The acquisition is expected to be funded through a mix of cash and equity, with an upfront consideration of $2.5 billion in cash and equity consideration and up to $500 million in contingent consideration, deferrals and rollovers payable to Melio employees. Wilson Sonsini Goodrich & Rosati is serving as lead counsel to Xero on the acquisition.
Client Highlights
1.28.25
Wilson Sonsini Advises Ascentage Pharma on U.S. Initial Public Offering and Nasdaq Listing
On January 28, 2025, Ascentage Pharma Group International announced the closing of its U.S. initial public offering of 7,325,000 American depositary shares (ADSs) at a public offering price of $17.25 per ADS, before underwriting discounts and commissions. Each ADS represents four ordinary shares of Ascentage Pharma. The gross proceeds from the offering, before deducting underwriting discounts and commissions and other offering expenses payable by Ascentage Pharma, were approximately $126.4 million. In addition, Ascentage Pharma has granted the underwriters a 30-day option to purchase up to an additional 1,098,750 ADSs at the initial public offering price, less underwriting discounts and commissions. The ADSs began trading on the Nasdaq Global Market on January 24, 2025.
Client Highlights
6.27.24
Wilson Sonsini Advises Infinera on Acquisition by Nokia
On June 27, 2024, Nokia and Infinera, a global supplier of innovative open optical networking solutions and advanced optical semiconductors, announced a definitive agreement under which Nokia will acquire Infinera in a transaction valuing the company at $6.65 per share or an enterprise value of US$2.3 billion. At least 70 percent of the consideration will be paid in cash and Infinera’s shareholders can elect to receive up to 30 percent of the aggregate consideration in the form of Nokia ADSs. Wilson Sonsini Goodrich & Rosati advised Infinera on the transaction.
Client Highlights
6.21.24
Wilson Sonsini Advises Ascentage Pharma on HK$585.77 Million (US$75 Million) Equity Investment from Takeda International in Connection with the Exclusive Global License for HQP1351 (olverembatinib)
Ascentage Pharma Group International (Ascentage Pharma) and Takeda Pharmaceuticals International AG (Takeda International) entered into an exclusive option agreement on June 14, 2024, where Takeda International is granted with an exclusive option to enter into an exclusive license agreement for HQP1351 (olverembatinib), a core drug candidate of Ascentage Pharma. In connection with such exclusive global arrangement, Ascentage Pharma and Takeda International also entered into a securities purchase agreement, pursuant to which Takeda International made a HK$585.77 million (US$75 million) equity investment in Ascentage Pharma to subscribe 24,307,322 shares of Ascentage Pharma at a purchase price of HK$24.09850 per share. The closing of such equity investment took place on June 20, 2024.
Client Highlights
5.02.24
Wilson Sonsini Advises Aledade in Acquisition of Medical Advantage
On May 1, 2024, Aledade, the nation’s largest and most successful network of physician-led value-based care, announced that it has acquired Michigan-based Medical Advantage, which since 2014 has operated as a wholly-owned subsidiary of The Doctors Company, the nation's largest physician-owned medical malpractice insurer. Wilson Sonsini advised Aledade on the transaction.
The partnership bolsters Aledade’s status as the nation’s preeminent primary care Accountable Care Organization (ACO) network and a recognized leader in value-based care. It also expands Michigan physician partnerships with Aledade from 35 to approximately 700. Aledade also will sustain Medical Advantage’s status as a physician organization able to participate in value-based care arrangements with both public and private payers, including Blue Cross Blue Shield of Michigan.
The Wilson Sonsini team that advised Aledade on the transaction includes:
Corporate/M&A
Steve Bernard
Mike Russell
Andrew Lombardo
Ava Munson
Zachary Williams
Cindy West
The partnership bolsters Aledade’s status as the nation’s preeminent primary care Accountable Care Organization (ACO) network and a recognized leader in value-based care. It also expands Michigan physician partnerships with Aledade from 35 to approximately 700. Aledade also will sustain Medical Advantage’s status as a physician organization able to participate in value-based care arrangements with both public and private payers, including Blue Cross Blue Shield of Michigan.
The Wilson Sonsini team that advised Aledade on the transaction includes:
Corporate/M&A
Steve Bernard
Mike Russell
Andrew Lombardo
Ava Munson
Zachary Williams
Cindy West
Client Highlights
3.11.24
Wilson Sonsini Advises Bakkt on Concurrent Registered Direct Offerings
On February 29, 2024, Bakkt Holdings, Inc. (Bakkt), a leading crypto services platform, announced its entry into two securities purchase agreements relating to the purchase and sale of up to 57,670,127 shares of the company’s Class A common stock (or pre-funded warrants in lieu of Class A common stock) and accompanying warrants to purchase up to an equal number of shares of the company’s Class A common stock in concurrent registered direct offerings. The purchase price of each share of Class A common stock and accompanying warrant is $0.8670, resulting in aggregate expected gross proceeds of $50 million. Bakkt issued approximately $42.4 million of such securities on March 4, 2024, and will close on the issuance of the incremental approximately $7.6 million of such securities after the company obtains stockholder approval, subject to the satisfaction of other customary closing conditions. Wilson Sonsini Goodrich & Rosati advised Bakkt on the transaction.
Client Highlights
8.30.23
Wilson Sonsini Advises Redwood Materials on $1 Billion Series D Financing
On August 29, 2023, Redwood Materials, a start-up recycling old lithium-ion batteries and making components for new ones, announced the completion of its most recent equity funding round, in which the company raised more than $1 billion in Series D shares. The round was co-led by Goldman Sachs Asset Management, Capricorn's Technology Impact Fund, and funds and accounts advised by T. Rowe Price Associates. The company, founded in 2017 by former Tesla executive JB Straubel, will use the Series D funding to continue to build their capacity, expand the domestic battery supply chain, and allow customers to purchase battery materials made in the U.S.
News Articles
7.20.23
Wilson Sonsini Contributes U.S. Capital Markets Chapter to Legal 500 Country Comparative Guide
The Legal 500’s Country Comparative Guides are produced in association with the world’s leading lawyers and give the in-house community a practical overview of the laws and regulations in key jurisdictions, for specific practice areas. Each country chapter is written by a renowned firm in an easy-to-use Q&A format. The Hot Topic articles provide analysis of current trends and developments within particular practice areas, providing readers with a deeper understanding of pressing issues within the specified sector.
Client Highlights
1.10.22
Wilson Sonsini Advises Zynga on $12.7 Billion Acquisition by Take-Two
On January 10, 2022, Take-Two Interactive and Zynga, two leaders in interactive and mobile entertainment, announced that they have entered into a definitive agreement under which Take-Two will acquire Zynga in a cash and stock transaction valued at $9.86 per Zynga share, based on the market close as of January 7, 2022. This represents a total enterprise value of approximately $12.7 billion. Wilson Sonsini Goodrich & Rosati is advising Zynga on the transaction.