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11.12.26
Wilson Sonsini Partners Sachin Kohli and Demian Ahn Contribute to Diligent’s Q4 GC Risk Index Report
Mergers & Acquisitions partner Sachin Kohli and Data, Privacy, and Cybersecurity partner Demian Ahn recently contributed to the Q4 edition of the General Counsel (GC) Risk Index report published by Diligent Institute. This report explores how legal leaders assess the current risk environment, what risks are driving those assessments, how AI governance is structured, how boards are preparing to oversee AI, and whether organizations are ready to respond to cyber events and related disclosure obligations.
Alerts
11.11.26
Delaware Corporation Law Council Proposes Amendments on Stockholder Proposals
On November 9, 2026, the Delaware Corporation Law Council (the Council)—a body of practitioners in Delaware that vets and proposes amendments to the Delaware General Corporation Law—announced potential statutory amendments addressing stockholders’ ability to make non-binding proposals at public company annual meetings. The proposed amendments follow the recent proposal by the U.S. Securities and Exchange Commission (SEC), described here,1 to rescind Rule 14a-8 of the Securities Exchange Act of 1934, which has largely regulated non-binding stockholder proposals for the last 80 years. The SEC’s proposal is pending and as was announced in August 2026, the SEC staff has discontinued its practice of responding to requests from companies for no-action relief to exclude a proposal under Rule 14a-8. The proposed Delaware amendments (the Amendments) are written to become effective if and when the SEC rescinds Rule 14a-8 and would provide the new replacement regime for Delaware corporations. The Amendments would clarify the landscape for Delaware corporations because existing Delaware law does not expressly address the subject.
Blog Posts
9.04.26
Corp Fin Adds Three CFIs on Shareholder Engagement and Schedule 13G Eligibility
On September 2, 2026, the staff of the Division of Corporation Finance published three new Corporation Finance Interpretations (CFIs) clarifying when a shareholder’s engagement with an issuer will not disqualify the shareholder from reporting beneficial ownership on the short-form Schedule 13G.
Blog Posts
8.24.26
SEC Announces 37% Decrease in Registration Fee Rates Effective October 1, 2026
On August 21, 2026, the SEC announced a decrease in the fees that public companies and other issuers will be required to pay to register their securities, from $138.10 per million dollars to $87.00 per million dollars, a 37 percent decrease. This new fee rate will be effective October 1, 2026, and is applicable to the registration of securities under Section 6(b) of the Securities Act of 1933, the repurchase of securities under Section 13(e) of the Securities Exchange Act of 1934, and proxy solicitations and specified tender offers under Section 14(g) of the Securities Exchange Act of 1934.
Alerts
8.17.26
SEC Ends No-Action Responses Under Rule 14a-8
On August 14, 2026, the Division of Corporation Finance (the Division) of the U.S. Securities and Exchange Commission (the SEC or Commission) announced that, effective immediately, it will discontinue responding to no-action requests under Exchange Act Rule 14a-8.
Alerts
7.30.26
Delaware Court of Chancery Issues First Decision Addressing Public Benefit Corporations
On July 29, 2026, Vice Chancellor Nathan Cook of the Delaware Court of Chancery issued a decision addressing, for the first time, the fiduciary duties of directors of a public benefit corporation (PBC)—including in a sale of control.1 Under the PBC form, the purpose of corporate decision-making is not merely to advance stockholder value—as is the ultimate purpose of decision-making for a traditional Delaware corporation—but instead to balance three sets of interests: a specific public benefit purpose chosen by the PBC, the best interests of those materially affected by the corporation’s conduct, and stockholders’ pecuniary interests.2 Delaware law first authorized the PBC form in 2013, and since that time, the form has grown in prominence, with many significant public and private companies operating as PBCs. Until this decision, however, there had not yet been direct case law guidance addressing PBCs. The decision, accordingly, is noteworthy for PBCs and companies considering adopting the PBC form.
Blog Posts
7.22.26
ISS Announces Launch of 2026 Annual Global Benchmark Policy Survey
ISS STOXX Governance (ISS) launched its 2026 Annual Global Benchmark Policy Survey, soliciting input on governance topics such as director tenure and independence, reincorporations, and the prospect of semiannual financial reporting, and, across all markets, is also soliciting views on slate board elections and climate-related disclosures. Responses are due by August 14, 2026, and will inform ISS's policy development for 2027 and beyond.
Blog Posts
7.21.26
SEC Proposes Regulation E-Delivery: What This Could Mean for Delivery of Your Proxy Materials
On July 16, 2026, the SEC proposed Regulation E-Delivery, a new framework that would permit issuers and market intermediaries to deliver required disclosures and reports electronically as the default method, without first obtaining a recipient's affirmative consent. The post summarizes the new framework and how issuer delivery of proxy materials could change.
Blog Posts
7.06.26
Updated SEC Rulemaking Agenda Published
On July 3, 2026, the Office of Information and Regulatory Affairs released its 2026 Regulatory Plan. Included in the release is a Statement of Regulatory Priorities for Fiscal Year 2026 from the SEC, along with a table of the SEC’s anticipated rulemaking activity through Fall 2026.
Alerts
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.
Client Highlights
5.13.26
Wilson Sonsini Advises Recursive on $650 Million Series A Funding at a $4.65 Billion Valuation
On May 13, 2026, Recursive, an AI start-up dedicated to advancing AI intelligence through recursive self-improvement, came out of stealth and announced that it raised over $650 million in its Series A round at a $4.65 billion valuation. The funding round was led by Google Ventures and Greycroft, with participation from chip makers AMD Ventures and NVIDIA. Wilson Sonsini Goodrich & Rosati advised Recursive on the transaction.