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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.
News Articles
6.05.25
2025 Chambers USA Guide Recognizes Wilson Sonsini Practices, Attorneys
The 2025 Chambers USA guide has recognized Wilson Sonsini Goodrich & Rosati as a leading law firm in 39 geography-specific practice categories and named 86 Wilson Sonsini attorneys among the best in their fields. This year, the firm received three new practice area rankings, including in the Artificial Intelligence category, and four improved practice area rankings.
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.
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.
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
7.12.23
Delaware Court of Chancery Clamps Down on Mootness Fees for Immaterial Supplemental Disclosures
On July 6, 2023, the Delaware Court of Chancery issued an important opinion1 that seeks to further limit the “merger tax” imposed on many companies in the context of significant M&A transactions. The court declared that future mootness fees for supplemental disclosures will only be awarded where such disclosures are “material” and, even then, signaled that amounts awarded will be much lower than in the past. This decision, which builds on prior Delaware jurisprudence that has sought to discourage nonmeritorious litigation in the M&A context, is a welcome development.
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.
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.
Press Releases
12.05.22
Wilson Sonsini Goodrich & Rosati Elects 18 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 18 new partners from its attorney ranks. The promotions will be effective February 1, 2023.
Client Highlights
11.08.22
Wilson Sonsini Advises Alto Neuroscience on $35 Million Series B
On October 25, 2022, Alto Neuroscience announced the closing of a $35 million Series B financing led by Lightswitch Capital and partners of Alkeon Capital, with participation from other new investors including Sobrato Capital, Novartis Pharma AG, Valor Equity Partners, Korify Capital, Vine Ventures, and Gaingels. The financing also included participation from existing investors Apeiron Group, WhatIf Ventures, Windham Venture Partners, and others. This round brings Alto’s total funding to $75 million to date. Alto will use the proceeds from the financing to advance lead candidates into Phase 2b studies in major depressive disorder in addition to continued development on other programs within its clinical-stage precision psychiatry pipeline. In addition to driving Alto’s ongoing and planned clinical trials, proceeds from the financing will be used to progress the company’s artificial intelligence-enabled brain biomarker platform and launch new clinical trials in areas of high unmet medical need. Alto will report Phase 2a data in early 2023 and further anticipates Phase 2b data readouts by early 2024.
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.
Alerts
9.23.21
Delaware Supreme Court Eliminates Gentile Dual Natured Claims
On September 20, 2021, the Delaware Supreme Court overruled its 2006 decision in Gentile v. Rossette, eliminating so-called "dual natured" simultaneous direct and derivative claims for breach of fiduciary duty. The decision brings added predictability to Delaware law and eliminates a potential avenue for post-deal litigation.