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5.15.26
Takeaways from the Maduro Raid Prediction Market Indictment
On April 23, 2026, the Commodity Futures Trading Commission (CFTC) and the U.S. Attorney’s Office for the Southern District of New York (SDNY) brought parallel civil and criminal charges against U.S. Army Master Sergeant Gannon Ken Van Dyke related to insider trading in connection with event contracts used in prediction markets. The civil complaint marks the first-ever insider trading case brought by the CFTC involving event contracts in prediction markets.
Alerts
12.16.24
Nasdaq Board Diversity Rules Struck Down
On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit vacated the U.S. Securities and Exchange Commission’s (SEC’s) order approving The Nasdaq Stock Market LLC’s (Nasdaq’s) board diversity listing standards. As a result of this ruling, Nasdaq-listed companies are no longer required to disclose the board diversity information specified in the rules.1 While such disclosure is no longer mandated, companies should continue to consider possible stakeholder interest in board diversity disclosure.
Client Highlights
5.17.22
Wilson Sonsini Obtains Securities Litigation Win for Dropbox
On May 13, 2022, the California Court of Appeal affirmed a decision dismissing a lawsuit filed in state court against Dropbox, its officers, its board of directors, the underwriters, and certain venture capitalists for alleged violations of Section 11 of the Securities Act of 1933 (’33 Act). The suit arose out of Dropbox’s March 2018 IPO, with the plaintiff alleging that Dropbox made false or misleading statements in its registration statement and prospectus. Dropbox moved to dismiss, invoking its Federal Forum Provision (FFP)—a bylaw that states that any lawsuit brought under the ’33 Act must be brought in federal court. Building upon the firm’s win in Salzberg v. Sciabacucchi, in which the Delaware Supreme Court confirmed the validity of FFPs, the California Court of Appeal agreed with the trial court’s ruling that Dropbox’s FFP did not violate the ‘33 Act’s anti-waiver or anti-removal provisions, was constitutional under the Commerce Clause and the Supremacy Clause, and was enforceable under California law. Wilson Sonsini Goodrich & Rosati represented Dropbox in the matter.
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.
Press Releases
12.06.21
Wilson Sonsini Elects 23 New Partners
Wilson Sonsini Goodrich & Rosati, the premier provider of legal services to technology, life sciences, and growth enterprises worldwide, today announced that the firm has elected 23 new partners from its attorney ranks. The promotions will go into effect on February 1, 2022.
Alerts
12.09.20
California Courts Rule Federal Forum Selection Provisions in Chartering Documents Enforceable
In March, the Delaware Supreme Court held in Salzberg v. Sciabacucchi, 227 A.3d 102 (Del. 2020) that "Federal Forum Selection Provisions," corporate bylaw or charter provisions that require claims under the Securities Act of 1933 (the "Securities Act") to be brought in federal court, are facially valid under Delaware's General Corporation Law. Wilson Sonsini represented Stitch Fix, Inc. and Roku, Inc. and their respective directors in the Sciabacucchi case, and previously issued an alert describing the Sciabacucchi opinion. The Delaware Supreme Court, however, expressly left open the question of whether Federal Forum Provisions were enforceable, leaving that decision to the various state courts in which Securities Act claims were filed. Three recent decisions in California have considered the enforceability of Federal Forum Provisions adopted by Restoration Robotics, Inc., Uber, Inc., and Dropbox, Inc., as a matter of first impression, and each found the provisions enforceable under California law.
Client Highlights
10.23.20
District Court Judge Dismisses Class Action Suit Against Dropbox over 2018 IPO
On October 21, 2020, Judge Labson Freeman of the U.S. District Court for the Northern District of California issued an order dismissing with leave to amend a securities class action complaint filed against Dropbox and its directors and officers. The plaintiffs’ primary theory of liability was that Dropbox’s registration statement failed to disclose that Dropbox’s conversion rate of free users to paying users was decreasing at the time of the company’s IPO, which was causing Dropbox’s revenue growth rate to slow down. The defendants argued that while the registration statement did not provide information regarding user conversion rates, it provided sufficient information to allow investors to understand that Dropbox’s paying user and revenue growth rates had declined prior to the IPO and that user conversion was subsumed within those reported metrics. Judge Freeman adopted virtually all of the defendants’ arguments, including that the plaintiffs’ claims were time barred because the registration statement’s disclosures of revenue and paying users and subsequent earnings disclosures would have placed reasonable investors on notice of their claims more than a year before the complaint was filed.
Client Highlights
3.08.18
Ninth Circuit Affirms Dismissal of Securities Class Action Against SolarCity
On March 8, 2018, the U.S. Court of Appeals for the Ninth Circuit affirmed the dismissal of a securities class action filed against SolarCity, a leader in full-service solar power systems. The case was filed following the announcement of a restatement of certain financial results by SolarCity, driven by an error in one of the formulas used to calculate how SolarCity accounted for certain costs of its solar systems. Wilson Sonsini Goodrich & Rosati represented SolarCity, as well as its former CEO and former CFO, in the matter.