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6.17.26
Delaware Court of Chancery Interprets New Section 144 and Applies Heightened Presumption of Director Independence
On June 15, 2026, the Delaware Court of Chancery issued an Opinion interpreting Section 144 of the Delaware General Corporation Law (the DGCL), the landmark statutory measure adopted last year to provide safe harbors for certain conflicted transactions and address director independence, among other reforms.1 The Opinion arose in a common context in Delaware stockholder litigation: claims over director and management compensation. In the decision, Vice Chancellor Lori W. Will applied, for the first time, the statute’s heightened presumption of independence for directors of public companies determined by the board to be independent under the relevant NYSE or Nasdaq listing standards to dismiss derivative claims on demand futility grounds.
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
Delaware Supreme Court Upholds Landmark Statutory Amendments
On February 27, 2026, the Delaware Supreme Court upheld recent amendments to the Delaware General Corporation Law (the DGCL) that provide safe harbor procedures for board decisions and corporate transactions involving director, officer, or controlling stockholder conflicts. The decision is a welcome development, and the statutory provisions at issue will continue to shape board decision-making and transaction planning for many companies and investors.
Newsletters
1.08.26
Litigation Trends to Watch in 2026
Entering 2026, Wilson Sonsini litigators see a landscape defined by AI driven disputes, continued tightening of patent review standards, renewed securities and governance litigation, stronger consumer and influencer enforcement, and escalating Telephone Consumer Protection Act (TCPA) exposure—trends that require companies to align legal strategy with technical and operational controls.
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.
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.
Client Advisories
10.14.25
Reflections on the Ongoing Reincorporation Conversation
A high-profile discussion has continued among many in the market over the status of Delaware as the favored state of incorporation compared to other states. Nevada and Texas have continued to engage in competitive efforts and have gained some ground, with several notable reincorporations occurring in those states, alongside of companies already incorporated in those states. Delaware, meanwhile, has taken significant steps over the last two years to remain competitive and preserve its status as the favored domicile. In this discussion, we provide an overview of pertinent developments and current differences in the legal approaches among the states to help companies—and their founders, boards, members of management, and investors—understand the ongoing debate and landscape.
Newsletters
2.28.25
Sustainability and ESG Advisory Practice Update, February 2025
We are pleased to share the February 2025 issue of Wilson Sonsini's Sustainability and ESG Advisory Practice Update. Each issue combines news, key legal developments, and resources related to sustainability and environmental, social, and governance (ESG) matters relevant to public and private companies internationally.
Alerts
2.18.25
Delaware Legislators and Governor Propose Landmark Legislation
On February 17, 2025, Delaware’s legislative leaders and Governor announced landmark legislation and initiatives that would, if enacted into law, result in welcome and much-needed amendments to Delaware corporate law to address problems of recent vintage. The legislation and initiatives address critical topics, including director independence, controlling stockholders, stockholders’ books and records inspection rights, and plaintiffs’ attorney fee awards. The legislative efforts have been introduced at a time of growing debate over the vitality of Delaware corporate law and in response to case law developments that have frustrated boards of directors, corporate management, and investors. These legislative efforts would, in our view, restore Delaware law to what it was before those recent developments and mark a return to the stability, predictability, and balance that long characterized Delaware law.
Newsletters
12.04.24
2024 Silicon Valley 150 Corporate Governance Report
Wilson Sonsini’s 2024 Silicon Valley 150 Corporate Governance Report reviews the corporate governance practices and disclosures of the Valley's largest public companies between October 1, 2023, and September 30, 2024. 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
7.30.24
Significant Amendments to the Delaware General Corporation Law Are Set to Become Effective
On August 1, 2024, an extensive and important set of amendments to the Delaware General Corporation Law (the DGCL) will become effective. The amendments, which will apply both prospectively and retrospectively, were largely intended to address several recent Delaware Court of Chancery decisions that many practitioners considered inconsistent with prevailing market practice. Our previous client alert detailing the proposal of these DGCL amendments is available here. The most pertinent information about the new amendments is described below.