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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
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.
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
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.
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.
Alerts
12.18.25
EU Rolls Back CSRD Reporting and Corporate Sustainability Due Diligence Obligations
On December 16, 2025, the European Parliament formally adopted the final text of the legislative amendments simplifying the rules on sustainable finance reporting, sustainability due diligence, and taxonomy by revising the Corporate Sustainability Reporting Directive (CSRD) and the Corporate Sustainability Due Diligence Directive (CSDDD). The legislative amendments still require approval by EU Member States in the Council of the EU before entering into force, which we expect to happen within weeks.
Client Highlights
12.08.25
Firm Advises Check Point on $2 Billion Convertible Senior Notes Offering
On December 8, 2025, Check Point Software Technologies Ltd. completed an upsized offering of $2 billion aggregate principal amount of convertible senior notes due 2030 in a private transaction. The offering amount included the exercise in full of the option that Check Point had granted to the initial purchasers to purchase up to an additional $250 million of notes. In connection with the offering, Check Point entered into privately negotiated capped call transactions with an affiliate of one of the initial purchasers and certain other financial institutions.
Newsletters
12.04.25
2025 Silicon Valley 150 Corporate Governance Report
Wilson Sonsini’s 2025 Silicon Valley 150 Corporate Governance Report reviews the corporate governance practices and disclosures of Silicon Valley’s largest public companies. The report includes information regarding board matters, officer matters, defensive measures, proxy statement disclosures, environmental, social, and governance (ESG) and sustainability reporting, stockholder proposals, activism, and executive compensation of the SV150 companies.
Alerts
12.03.25
ISS Releases 2026 Benchmark Policy Updates
On November 25, 2025, ISS Governance announced the release of its 2026 Benchmark Policy Updates, which will apply to shareholder meetings on or after February 1, 2026. Set forth below are key changes for U.S. companies. The full 2026 Benchmark Policy document and updated FAQs, which often provide additional details regarding the policy changes, are expected to be published and available on ISS’s website by mid-December.
Newsletters
11.26.25
Rule 10b5-1 Trading Plan Guidelines: A Survey of the SV150
Wilson Sonsini's Rule 10b5-1 Trading Plan Guidelines: A Survey of the SV150 provides an in-depth analysis of the Rule 10b5-1 trading plan guidelines of 75 companies in the Lonergan SV150. The report examines several key elements of these guidelines including cooling-off periods, minimum terms and maximum terms, trading outside of the trading plan (during the term of the plan), restrictions on early termination of trading plans, and mandatory use of trading plans.