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4.21.26
SEC Permits Accelerated Offering Period for Certain Tender Offers
On April 16, 2026, the Division of Corporation Finance (the Division) of the Securities and Exchange Commission, acting under delegated authority, issued an Exemptive Order (the Order) providing flexibility to shorten the minimum offering period for certain types of equity tender offers from 20 business days to 10 business days. The Order is intended to reflect technological advancements and address market inefficiencies in eligible transactions. The shortened offering period has the potential to compress sign-to-close timelines for well-organized friendly deals, and to accelerate the closing of some self-tender offers by public and private companies.
Client Highlights
4.06.26
Wilson Sonsini Advises Soleno Therapeutics on $2.9 Billion Acquisition by Neurocrine
On April 6, 2026, Neurocrine Biosciences and Soleno Therapeutics announced that Neurocrine has entered into a definitive agreement to acquire Soleno for $53.00 per share in cash, representing a total transaction equity value of $2.9 billion. Wilson Sonsini Goodrich & Rosati is advising Soleno on the transaction.
Client Highlights
3.13.26
Firm Advises BlackLine on Agreement with Engaged Capital
On March 10, 2026, BlackLine announced that it entered into a cooperation agreement with Engaged Capital. Under this agreement, BlackLine appointed Storm Duncan and Megan Prichard to its board of directors, and Engaged Capital agreed to various restrictions on its activities at BlackLine. Wilson Sonsini Goodrich & Rosati advised BlackLine on the cooperation agreement.
Alerts
3.03.26
Reporting Season Alert: Five Key Considerations for Proxy Season
With the 2026 proxy season upon us, companies are finalizing annual meeting materials against a backdrop of shifting investor priorities, evolving engagement dynamics, and regulatory uncertainty. This alert highlights governance, disclosure, and engagement considerations for companies preparing for their 2026 annual meetings.1 Below are five key considerations as you finalize preparations.
Client Highlights
2.18.26
Wilson Sonsini Advises Centerview as Financial Advisor to Mister Car Wash in Acquisition by LGP
On February 18, 2026, Mister Car Wash, a leading car wash brand, announced that it has entered into a definitive merger agreement where investment funds managed by Leonard Green & Partners (LGP) will purchase all outstanding shares of Mister Car Wash’s common stock that are not already owned by LGP’s affiliates for $7.00 per share in cash. Wilson Sonsini Goodrich & Rosati advised Centerview Partners LLC, financial advisor to Mister Car Wash, on the transaction.
Alerts
2.17.26
Questions About AI in Shareholder Engagement Meetings
With the impact of artificial intelligence (AI) on everyone’s mind, companies are seeing investors ask an increasing number of AI-focused questions in shareholder engagement meetings. These questions reflect a growing consensus among institutional investors that effective AI governance is inextricably linked to fiduciary duty, long-term financial performance, and sustainable economic growth drivers. Although the answers to these questions are necessarily company-specific, we believe that it is important for companies to prepare for AI-related questions from investors.
Client Highlights
2.06.26
Wilson Sonsini Advises PacBio on Sale of Short-Read DNA Sequencing Assets
On February 2, 2026, PacBio, a leading developer of high-quality, highly accurate sequencing solutions, announced the completion of the sale of select intellectual property and other assets related to PacBio’s short-read DNA sequencing technology and related clustering, sequencing reagent, and detection technologies to Illumina, Inc. PacBio received approximately $50 million in cash proceeds from the transaction. Wilson Sonsini Goodrich & Rosati advised PacBio on the transaction.
Client Highlights
1.07.26
Wilson Sonsini Advises OneStream on Acquisition by Hg
On January 6, 2026, OneStream, the leading enterprise finance management platform, announced that it has entered into a definitive agreement to be acquired by Hg, a leading investor in software, services, and data businesses. The all-cash transaction values OneStream at approximately $6.4 billion in equity value. Wilson Sonsini Goodrich & Rosati advised OneStream on this transaction in a continuation of its long-standing advisory relationship with the company, including leading OneStream’s Up-C IPO in July 2024.
Client Highlights
12.09.25
Wilson Sonsini Advises Morgan Stanley as Financial Advisor to Confluent on its Acquisition by IBM
On December 8, 2025, IBM and Confluent, Inc., the data streaming pioneer, announced they have entered into a definitive agreement under which IBM will acquire all of the issued and outstanding common shares of Confluent for $31 per share, representing an enterprise value of $11 billion. Confluent provides a leading open-source enterprise data streaming platform that connects, processes, and governs reusable and reliable data and events in real time, foundational for the deployment of AI. Wilson Sonsini Goodrich & Rosati advised Morgan Stanley as financial advisor to Confluent in the transaction.
Alerts
11.18.25
Division of Corporation Finance Scales Back No-Action Responses Under Rule 14a-8 for 2025-2026 Proxy Season
On November 17, 2025, the Division of Corporation Finance (the Division) of the Securities and Exchange Commission (the SEC) announced a significant shift in its approach to no-action requests for the current proxy season. Effective immediately, the Division will largely refrain from providing responses to no-action requests from companies seeking to exclude shareholder proposals from their proxy materials under Exchange Act Rule 14a-8. The Division stated it will only consider and provide substantive responses on no-action requests in cases where a company seeks to exclude a proposal on the basis that the proposal is not a proper action under state law (that is, under Rule 14a-8(i)(1)). This change applies to the 2025-2026 proxy season, covering October 1, 2025, through September 30, 2026, and includes pending requests submitted before October 1, 2025, where the Division has not yet responded.
Alerts
10.30.25
SEC Chairman Addresses Potential Reforms Relating to Shareholder Proposals and Shareholder Litigation
On October 9, 2025, Chairman Paul S. Atkins of the U.S. Securities and Exchange Commission (SEC) gave a much-publicized keynote address at the University of Delaware’s John L. Weinberg Center for Corporate Governance.1 In the speech, Chairman Atkins generally expressed concern over the costs and difficulties facing public companies in the U.S. and identified several possible areas of reform, including with respect to practices surrounding shareholder proposals at shareholder meetings and the current shareholder litigation environment. These remarks follow a Policy Statement issued by the SEC on September 17, 2025, signaling that the use of mandatory arbitration provisions in a company’s governing documents to address shareholder litigation would not impact the SEC’s decisions to declare registration statements effective.2 Public companies, and those companies considering going public, will want to monitor these developments closely.