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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
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.
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
11.18.25
Division of Corporation Finance Scales Back No-Action Responses Under Rule 14a-8 for 2025-2026 Proxy Season
On November 17, 2025, the Division of Corporation Finance (the Division) of the Securities and Exchange Commission (the SEC) announced a significant shift in its approach to no-action requests for the current proxy season. Effective immediately, the Division will largely refrain from providing responses to no-action requests from companies seeking to exclude shareholder proposals from their proxy materials under Exchange Act Rule 14a-8. The Division stated it will only consider and provide substantive responses on no-action requests in cases where a company seeks to exclude a proposal on the basis that the proposal is not a proper action under state law (that is, under Rule 14a-8(i)(1)). This change applies to the 2025-2026 proxy season, covering October 1, 2025, through September 30, 2026, and includes pending requests submitted before October 1, 2025, where the Division has not yet responded.
Alerts
10.30.25
SEC Chairman Addresses Potential Reforms Relating to Shareholder Proposals and Shareholder Litigation
On October 9, 2025, Chairman Paul S. Atkins of the U.S. Securities and Exchange Commission (SEC) gave a much-publicized keynote address at the University of Delaware’s John L. Weinberg Center for Corporate Governance.1 In the speech, Chairman Atkins generally expressed concern over the costs and difficulties facing public companies in the U.S. and identified several possible areas of reform, including with respect to practices surrounding shareholder proposals at shareholder meetings and the current shareholder litigation environment. These remarks follow a Policy Statement issued by the SEC on September 17, 2025, signaling that the use of mandatory arbitration provisions in a company’s governing documents to address shareholder litigation would not impact the SEC’s decisions to declare registration statements effective.2 Public companies, and those companies considering going public, will want to monitor these developments closely.
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.
Podcasts
3.19.25
Diligent Institute: The Corporate Director Podcast - Tips and trends shaping the 2025 proxy season
In this episode of The Corporate Director Podcast, host Meghan Day welcomes Doug Schnell and Sebastian Alsheimer, partners and leaders in the shareholder engagement and activism practice at Wilson Sonsini. Together, they explore the latest shareholder engagement trends and the evolving landscape of shareholder activism as we approach the 2025 proxy season. Doug and Sebastian share their insights on how the new U.S. presidential administration's stance on DEI and ESG might impact corporate governance. They also provide practical advice for directors and corporate leaders on navigating the ESG/DEI backlash, protecting against shareholder activism, and fostering effective shareholder engagement.
Alerts
2.28.25
Preparing for the 2025 Reporting Season: Proxy Season Reminders
With the 2025 proxy season upon us, this Alert highlights governance, disclosure, and engagement considerations for companies preparing for their 2025 annual meetings.1 Many of the governance and disclosure matters discussed below remain consistent with prior rulemakings and disclosure requirements adopted by the U.S. Securities and Exchange Commission (SEC). However, in recent weeks, we have seen a significant shift in the discourse and approach regarding environmental, social, and governance matters, particularly related to diversity, equity, and inclusion (DEI) disclosures. These disclosures had become common in proxy statements and were seen as responsive to the expectations of proxy advisory firms and large institutional investors; however, as our 2025 Environmental and Social Developments alert discusses in greater detail, recent developments have changed how some of these stakeholders are approaching these matters. We highlight below several considerations relating to these developments but note that the approach on these issues by many other stakeholders remains in flux.
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.
Alerts
2.14.25
Everything Old Is New Again for Shareholder Proposals: SEC Division of Corporation Finance Issues Staff Legal Bulletin No. 14M
On February 12, 2025, the U.S. Securities and Exchange Commission (the Commission) Division of Corporation Finance staff (the staff) issued Staff Legal Bulletin No. 14M (SLB 14M) to provide informal guidance on shareholder proposal matters under Securities Exchange Act Rule 14a-8. New SLB 14M rescinds SLB 14L, which was issued in 2021 to rescind three prior staff legal bulletins1 and, as a practical matter, reduced the ability of companies to exclude proposals, including under the ordinary business exclusion. The SLB 14M guidance intends to clarify the staff’s views on the scope and application of Rule 14a-8(i)(7) and Rule 14a-8(i)(5), address other aspects of the rule and process, and provide responses to questions that may arise given the timing of the guidance. The updated guidance will likely result in companies having greater success than they have in recent years when seeking no-action relief to exclude proposals from their proxy materials.