On January 23, 2026, the Staff of the SEC’s Division of Corporation Finance released a series of updates to its Compliance and Disclosure Interpretations (CDIs). These revisions—covering proxy solicitation practices, broker search timing, executive compensation disclosures in spin‑offs, private offerings and integration, and lock‑up agreements in registered business combinations—reflect the Division’s ongoing effort to modernize and clarify interpretive guidance. Below is an overview of the most significant changes.Continue Reading SEC Division of Corporation Finance Issues Updated CDIs: Highlights

As we look ahead to 2026, Wilson Sonsini remains at the forefront of emerging legal and regulatory trends. In anticipation of the new year, our attorneys have prepared a series of focused 2026 Year in Preview alerts. These publications highlight the top issues companies should watch across artificial intelligence, consumer…

Continue Reading 2026 Year in Preview: Regulatory, Antitrust, and Litigation Outlooks

On January 14, 2026, the Federal Trade Commission released its annual adjustments to the Hart-Scott-Rodino (HSR) Act jurisdictional thresholds. The revised thresholds will take effect 30 days after publication in the Federal Register and apply to transactions closing on or after that date. For 2026, the minimum size‑of‑transaction threshold will…

Continue Reading FTC Announces 2026 HSR Thresholds

Our recent Client Alert discusses the highly anticipated ruling on December 19, 2025, by the Delaware Supreme Court reversing the Court of Chancery’s rescission of Elon Musk’s 2018 equity compensation package. The per curiam opinion focused on the remedy rather than liability, holding that rescission was an “improper remedy” given the inability to restore the status quo. The Delaware Supreme Court awarded nominal damages of $1 and adopted Tesla’s proposed quantum meruit approach for attorneys’ fees—lowering the fee award from $345 million to approximately $54.5 million.Continue Reading Delaware Supreme Court Reverses Rescission of Elon Musk’s Pay Package and Lowers Plaintiff’s Fee Award

On December 18, 2025, President Trump signed the Fiscal Year 2026 National Defense Authorization Act (NDAA), which includes Section 8103—the “Holding Foreign Insiders Accountable Act.” This legislation alters the compliance landscape for foreign private issuers (FPIs) listed in the United States by imposing insider reporting obligations under Section 16(a) of…

Continue Reading Foreign Private Issuer Insiders to Be Subject to Section 16(a) Reporting

On December 22, 2025, the U.S. Securities and Exchange Commission announced that the EDGAR system will be closed Wednesday, December 24, 2025, through Friday, December 26, 2025.1 As a result, on those days, filings will not be accepted in EDGAR, EDGAR filing websites will not be operational, and EDGAR…

Continue Reading EDGAR Will Be Closed December 24-26, 2025

Our recent Client Alert outlines how recent amendments approved by the European Parliament will substantially reduce the scope of the Corporate Sustainability Reporting Directive (CSRD) and the Corporate Sustainability Due Diligence Directive (CSDDD), and are expected to exempt a significant proportion of companies that are currently in scope. Companies that…

Continue Reading EU Rolls Back CSRD Reporting and Corporate Sustainability Due Diligence Obligations

Wilson Sonsini partner and Known Trends Editorial Board member Richard Blake recently joined Evan Epstein on the Boardroom Governance Podcast to discuss Wilson Sonsini’s 2025 Silicon Valley 150 Corporate Governance Report. Richard and Evan talk about some of the findings, including notable shifts in DEI disclosure, evolving approaches to…

Continue Reading Wilson Sonsini’s 2025 SV150 Corporate Governance Survey Highlighted on Boardroom Governance Podcast

On December 4, 2025, Glass Lewis released its 2026 Benchmark Policy Guidelines for the United States, which will apply to shareholder meetings held after January 1, 2026. Key updates, which are described in more detail in the Benchmark Policy, include:Continue Reading Glass Lewis Releases 2026 Benchmark Policy Guidelines

Our U.S. Securities and Exchange Commission (SEC) filing deadline calendars for 2026 have been posted on our Resources page. These calendars reflect annual and quarterly filing deadlines for large accelerated filers, accelerated filers, and non-accelerated filers with a December 31 fiscal year-end.

As a reminder, the timing for the filing…

Continue Reading SEC Filing Deadline Calendars for 2026