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A Harvard Law School blog publishing commentary and research on corporate governance, securities law, and boardroom practice from academics and law firms.
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SEC Chairman Paul Atkins brought three retail-access items to a Commission meeting, on performance fees, interval funds and credential-based accreditation. Each is still a proposal or notice, so sponsors get a direction this quarter and the terms later.
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A September 16 proposal would rescind Rule 14a-8 and widen the discretion companies hold over proxies already returned to them, completing a withdrawal the SEC's staff started nearly a year ago.
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The Conference Board puts 35% of this year's Russell 3000 forced departures in health care. The same report has forced exits taking a smaller share of 2026 successions than in either prior year, and no single industry profile.
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The August 24 letter to Deloitte, EY, KPMG and PwC copies the SEC's chairman and its enforcement director. Two authors who come at climate policy from opposite directions say its independence theory refutes its own benchmark.
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Commissioner Mark Uyeda says the legal authority for a rule the SEC has run for eight decades was lacking, and his own statement allows that removing it could widen what shareholders may put to a vote.
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Three PwC leaders give directors six oversight actions and put audit, compensation and nominating committees each on the hook for part of the AI agenda. The one figure they cite on board structure has barely moved since 2021.
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Skadden's partners read the consolidation of SEC accounting enforcement into one national unit as a bid for speed. Their memorandum to boards carries no headcount by which to size the change.
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The August 14 decision holds that once a board builds an information system and monitors it, how it responds to what that system reports is business judgment, which makes oversight claims harder to plead than the past few years suggested.
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The largest index fund managers did not file, so the only investor positions on record for widening non-accelerated filer relief come from pension funds, a few asset managers and a fund trade group that wants pay disclosure kept.
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Corp Fin will no longer answer any Rule 14a-8 no-action request, so the judgment about whether an exclusion holds sits with the company that makes it, and the next reader of that judgment is a judge.
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The Court of Chancery found Empery Digital's rejection of an activist slate improper because the disclosures its board wanted were nowhere in its own bylaws, which turns a judgment call into a drafting exercise.
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D.F. King puts 2026 filings down nearly 25%. Conservative exclusion calls under the SEC's revised no-action process pushed more proposals onto ballots than expected, and average support did not fall.
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The SEC's Division of Corporation Finance has stopped answering companies on Rule 14a-8, which leaves the 80-day exclusion notice as the only filing in the process and the opinion inside it entirely the company's own.
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The August final rule ends BOI filing for every domestic entity and settles the company-applicant question, but it works through Treasury's exemptive authority, a lever the next Secretary holds just as firmly.
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Glass Lewis's 2026 proxy season data has cybersecurity oversight disclosed by more than nine in ten large caps, which turns the AI question from a novelty into a peer comparison directors will be asked to answer.
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Will dismissed a derivative claim over a $1.6 million harassment liability; weeks later McCormick let red-flags claims proceed. Until the Supreme Court picks a side, the board's paper trail is the exposure.
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A Conference Board study of Russell 3000 and S&P 500 plans finds broad ESG labels falling while governance, social, cash flow and expense measures rise. Financial metrics still hold 70% to 75%.
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Nearly 40 action items, most designated deregulatory, and a majority that were absent from last year's list. Compliance calendars and capital-formation routes are both about to move.
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Robert DeNault and Wharton's Daniel Taylor argue SONAR-style tools are built for the wrong insider. In prediction markets, the insider can know the contract's answer.
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An amended Chancery complaint attacks the committee, the disclosure and the timing of Dropbox's reincorporation. Domicile shopping now travels with a discovery record.
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Leadership · August 17, 2026 · 1 publisher