Insights
Search Results
News Articles
6.06.24
Wilson Sonsini Practices, Attorneys Named in 2024 Chambers USA Guide
Wilson Sonsini Goodrich & Rosati practices and attorneys were honored in the recently published 2024 edition of Chambers USA: America's Leading Lawyers for Business. This year, the firm was ranked in 36 geography-specific practice categories, while 79 attorneys were honored among the best in their fields.
News Articles
6.01.23
2023 Chambers USA Guide Recognizes Wilson Sonsini Practices and Attorneys
The recently published 2023 edition of Chambers USA: America's Leading Lawyers for Business recognized numerous Wilson Sonsini Goodrich & Rosati practices and attorneys. This year, the firm was ranked in 35 geography-specific practice categories, while 79 attorneys were honored among the best in their fields.
Client Highlights
5.05.23
Wilson Sonsini Advises Via on Its Acquisition of MPEG LA
On May 2, 2023, collaborative licensing leader Via Licensing Corporation (Via) announced its acquisition of MPEG LA forming Via Licensing Alliance LLC (Via LA). The deal created the largest patent pool administrator in the consumer electronics industry. Wilson Sonsini Goodrich & Rosati advised Via on the deal.
Alerts
1.30.23
SECURE Act 2.0 Is Here
On December 29, 2022, President Biden signed the Consolidated Appropriations Act, 2023 (CAA) into law. CAA included the much anticipated SECURE 2.0 Act of 2022 (the Act or SECURE 2.0). This sweeping retirement legislation has significant impacts on large and small plan sponsors alike, as well as important changes for retirement plan participants. Among other things, these changes are intended to increase employees’ participation in plans and their retirement savings, help plan participants preserve their retirement savings, and simplify plan administration. Some of these changes are mandatory, but many are optional. The optional changes present plan sponsors with a wide range of plan design opportunities.
Alerts
10.31.22
SEC Adopts Final Clawback Rules
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 incentive-based compensation from current and former executive officers in the event of an accounting restatement, whether or not the executive officer was at fault for the restatement. The final clawback rules have been long in the making as they were mandated more than 12 years ago by Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act).
Alerts
9.01.22
SEC Adopts Final Pay-for-Performance Rules
On August 25, 2022, the U.S. Securities and Exchange Commission (SEC) approved final rules on the correlation between executive pay and company performance (pay-for-performance). As discussed in our previous client alert, pay-for-performance rules were originally proposed in 2015 but not adopted and were reopened for public comment in January 2022 (the reopening release). The final rules fulfill rulemaking requirements mandated by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act). Companies must comply with the new rules in proxy or information statements for fiscal years ending on or after December 16, 2022. Calendar year companies will first need to include this information in their proxy or information statements filed in 2023.
Alerts
8.11.22
Changes in Law Allow Increased Flexibility for Management of Delaware Corporations to Grant Equity Awards; Should You Take Advantage of the Increased Flexibility?
Among the recently enacted changes to the Delaware General Corporation Law (DGCL) that were described in our August 1, 2022 Client Alert are some that provide more flexibility for boards of directors of Delaware corporations to delegate to management the authority to grant equity awards (for this article, this will be referred to as a management equity grant committee). These changes, which were effective August 1, 2022, make it possible for a management equity grant committee to make more decisions regarding the structure of equity awards granted by the management equity grant committee. Before approving any delegation to a management equity grant committee, boards should carefully consider the corporate governance implications of such a delegation; as a reminder, many issues related to the backdating of stock options 10 or more years ago involved situations where a delegate was making the stock option grants, rather than the board or a committee of the board.
News Articles
6.01.22
Wilson Sonsini Practices, Attorneys Honored in 2022 Edition of Chambers USA Guide
The recently published 2022 edition of Chambers USA: America's Leading Lawyers for Business recognized numerous Wilson Sonsini Goodrich & Rosati practices and attorneys. The firm was ranked in 34 geography-specific practice categories and 70 attorneys were honored among the best in their fields.
Client Highlights
4.25.22
Wilson Sonsini Advises Twitter on $44 Billion Acquisition by Elon Musk
On April 25, 2022, Twitter, Inc. announced that it has entered into a definitive agreement to be acquired by an entity wholly owned by Elon Musk in a transaction valued at approximately $44 billion. Upon completion of the transaction, Twitter will become a privately held company. Wilson Sonsini advised Twitter on the transaction.
Alerts
4.20.22
Comment Periods Close Again for Proposed Clawback and Pay-for-Performance Rules: A Refresher
Two Securities and Exchange Commission (SEC) executive compensation rules on recoupment of incentive compensation in the event of a financial restatement (clawbacks) and the correlation between executive pay and company performance (pay-for-performance), which were originally proposed in 2015 but never adopted, were reopened for public comment on October 14, 2021 and January 27, 2022, respectively. The proposed rules on clawbacks and pay-for-performance were intended to fulfill rulemaking requirements mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act). In reopening the comment periods on these rules, the SEC also requested input on certain possible expansions to the original proposals in view of the time elapsed and developments in executive compensation since the original proposals.
Client Highlights
3.28.22
Wilson Sonsini Represents Poly in $3.3 Billion Acquisition by HP Inc.
On March 28, 2022, HP Inc. announced a definitive agreement to acquire Poly, a leading global provider of workplace collaboration solutions, in an all-cash transaction for $40 per share, implying a total enterprise value of $3.3 billion, inclusive of Poly’s net debt. Wilson Sonsini Goodrich & Rosati is representing Poly in the transaction.
The acquisition accelerates HP’s strategy to create a more growth-oriented portfolio, further strengthens its industry opportunity in hybrid work solutions, and positions the company for long-term, sustainable growth and value creation. Poly will help drive the growth and scale of HP’s peripherals and workforce solutions businesses. Poly’s devices, software, and services, combined with HP’s strengths across compute, device management, and security, create a robust portfolio of hybrid meeting solutions. Poly is a leader in video conferencing solutions, cameras, headsets, voice, and software. Together, HP and Poly will deliver a complete ecosystem of devices, software, and digital services to create premium employee experiences, improve workforce productivity, and provide enterprise customers with better visibility, insights, security, and manageability across their hybrid IT environments.
The acquisition accelerates HP’s strategy to create a more growth-oriented portfolio, further strengthens its industry opportunity in hybrid work solutions, and positions the company for long-term, sustainable growth and value creation. Poly will help drive the growth and scale of HP’s peripherals and workforce solutions businesses. Poly’s devices, software, and services, combined with HP’s strengths across compute, device management, and security, create a robust portfolio of hybrid meeting solutions. Poly is a leader in video conferencing solutions, cameras, headsets, voice, and software. Together, HP and Poly will deliver a complete ecosystem of devices, software, and digital services to create premium employee experiences, improve workforce productivity, and provide enterprise customers with better visibility, insights, security, and manageability across their hybrid IT environments.
Client Highlights
1.27.22
Wilson Sonsini Advises Sonder on Close of Business Combination with Gores Metropoulos II
On January 18, 2022, Sonder Holdings Inc., a leading next-generation hospitality company that is redefining the guest experience through technology and design, announced that it completed its previously announced business combination with Gores Metropoulos II, Inc., a special purpose acquisition company sponsored by affiliates of The Gores Group, LLC, and Metropoulos & Co. The business combination was approved at a special meeting of Gores Metropoulos II stockholders on January 14, 2022. The combined company, operating as Sonder Holdings Inc., commenced trading its common stock and publicly traded warrants on the Nasdaq Global Select Market on January 19, 2022, under the ticker symbols “SOND” and “SONDW,” respectively.