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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.
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.
Alerts
12.22.25
Delaware Supreme Court Reverses Rescission of Elon Musk’s Pay Package and Lowers Plaintiff’s Fee Award
In a much-anticipated decision issued on December 19, 2025, the Delaware Supreme Court reversed the Delaware Court of Chancery’s rescission of Elon Musk’s 2018 equity compensation package and, as a result, significantly cut back the trial court’s award of attorneys’ fees to the plaintiffs’ attorneys. The opinion1 resolves a multi-year litigation over Musk’s compensation, which was valued at approximately $56 billion at the time of the Court of Chancery’s post-trial decision in 2024.
Client Highlights
4.24.25
Wilson Sonsini Represents Autodesk in Cooperation Agreement with Starboard
On April 24, 2025, Autodesk, Inc. announced that it has entered into a cooperation agreement with Starboard Value LP that includes the appointment of two independent directors, Jeff Epstein and Christie Simons, to Autodesk’s board of directors. Autodesk and Starboard have entered into an Information Sharing and Discussion Agreement to facilitate ongoing collaboration toward the goal of driving sustainable value creation for all shareholders. Wilson Sonsini Goodrich & Rosati has represented Autodesk for decades and advised the company on the cooperation agreement.
In addition to the board appointments, as part of the cooperation agreement, Starboard will withdraw its director nominees and has agreed to customary standstill, voting, and other provisions. The full agreement will be filed as an exhibit to a Form 8-K with the U.S. Securities and Exchange Commission.
The Wilson Sonsini team advising Autodesk was led by corporate partner Richard Blake and shareholder engagement and activism partner Sebastian Alsheimer. Though this was an activism situation, a cross-disciplinary Wilson Sonsini team that included litigation partner Caz Hashemi and Delaware governance litigation partner Brad Sorrels was highly involved in advising Autodesk on the matter.
In addition to the board appointments, as part of the cooperation agreement, Starboard will withdraw its director nominees and has agreed to customary standstill, voting, and other provisions. The full agreement will be filed as an exhibit to a Form 8-K with the U.S. Securities and Exchange Commission.
The Wilson Sonsini team advising Autodesk was led by corporate partner Richard Blake and shareholder engagement and activism partner Sebastian Alsheimer. Though this was an activism situation, a cross-disciplinary Wilson Sonsini team that included litigation partner Caz Hashemi and Delaware governance litigation partner Brad Sorrels was highly involved in advising Autodesk on the matter.
Press Releases
11.15.24
Wilson Sonsini Goodrich & Rosati Elects 16 New Partners
Contact:
Kimberly Brooks
Wilson Sonsini
+1 212.453.2881
kbrooks@wsgr.com
Kimberly Brooks
Wilson Sonsini
+1 212.453.2881
kbrooks@wsgr.com
Alerts
1.25.24
Approaching Shareholder Engagement in 2024
It has never been more important for public companies to engage—and engage regularly—with their shareholders. Sustained engagement helps companies communicate their strategy, understand shareholder perspectives, and even receive early warnings about impeding shareholder activism.
Alerts
1.18.24
Delaware Supreme Court Affirms Important Ruling for Multi-Class Companies Concerning Class Votes
On January 17, 2024, the Delaware Supreme Court issued a significant decision affirming that the Delaware General Corporation Law (the DGCL) does not require companies with multiple classes of common stock to obtain separate class votes to amend their certificates of incorporation to provide for officer exculpation.1
Alerts
8.21.23
Lessons from the 2023 Proxy Season: Advance Notice Bylaws and Officer Exculpation
With the 2023 proxy season now over for most companies, we took a fresh look at recent bylaw and charter amendments at the Silicon Valley 150 (the SV150) to better understand how companies are addressing i) new Rule 14a-19, which mandates the use of a universal proxy card in contested elections; and ii) the recent amendment to Section 102(b)(7) of the Delaware General Corporation Law (DGCL) to permit the adoption of officer exculpation charter provisions.
Alerts
6.29.23
Delaware Court of Chancery Issues Decision on Disney Board’s Obligations in the DeSantis Dispute
On June 27, 2023, Vice Chancellor Lori Will of the Delaware Court of Chancery issued a much-anticipated decision addressing the obligations of the board of directors of The Walt Disney Company (Disney) in overseeing Disney’s response to Governor Ron DeSantis and the “Don’t Say Gay” bill, or HB 1557. In particular, the court rejected a books and records demand by a Disney stockholder seeking to investigate wrongdoing on the basis that the Disney board had breached its fiduciary duties by placing its own personal beliefs ahead of the interests of the corporation and its stockholders and taking positions that impaired the company’s value. The litigation reflects the pressures increasingly confronting corporations, and the landmark decision provides valuable guidance to boards in navigating environmental, social, and governance (ESG) issues and controversies.
Client Highlights
3.31.23
Wilson Sonsini Advises VirnetX on Dividend and Shareholder Agreement
On March 30, 2023, internet security company VirnetX announced a special cash dividend of $1.00 per share, as well as a cooperation agreement with shareholders Bradley L. Radoff and Michael Torok. Wilson Sonsini Goodrich & Rosati advised VirnetX on the transactions.
Alerts
3.29.23
Delaware Court of Chancery Issues Important Ruling for Multi-Class Companies Addressing Class Votes
Earlier today, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued an important ruling concluding that two companies with multiple classes of common stock were not required, under the Delaware statute, to obtain separate class votes of their stockholders in order to amend their certificates of incorporation to provide for exculpation of their officers.1 Those charter amendments took advantage of the recent amendments to the Delaware General Corporation Law (the DGCL) permitting Delaware corporations to provide in their certificates of incorporation that, akin to protections long afforded to directors, specified officers of the corporation can be protected from monetary liability for certain breaches of fiduciary duty—specifically, direct, though not derivative, claims by stockholders asserting a breach of the duty of care. Today’s ruling, pending any appeal, is good news for dual-class companies seeking to amend their charters to implement officer exculpation and will also have broader implications for private and public companies assessing whether to seek a class or series vote of stockholders for other charter amendments. Wilson Sonsini is representing one of the defendant companies in the case.