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Publication run at Harvard Law School that posts commentary and practitioner memoranda on corporate governance, securities regulation and shareholder matters.
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ISS STOXX finds AI-related shareholder proposals have grown for five years even as environmental and social proposals declined. Investors now question whether disclosed AI oversight is adequate, and may turn to dialogue and proxy votes if proposal rules tighten.
Reality
Silicon Valley 150 companies averaged 89.2% say-on-pay support in 2026 against 88.1% at the S&P 100, a Fenwick & West survey found. The Valley also had more failed pay votes and weaker director floors, so its boards have a wider range of outcomes to plan against for 2027.
Reality
Norges Bank Investment Management, a minority owner in more than 7,000 listed companies, says the race for listings is weakening investor protections. It says it will step up engagement on the issue, so exchanges that relax rules to win listings, and the companies that adopt those rules, face more pressure from a large minority holder.
Reality
CARB heard broad support for GHG Protocol alignment and a phased Scope 3 start across six SB 253 listening sessions in August and September. Its caveat that some voluntary protocol elements may need to become mandatory sets the limit on how far the rules can bend.
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Delaware's Court of Chancery barred Verisk from exiting its $2.35bn AccuLynx deal because its own willful conduct primarily caused the FTC delay. That conduct was an ordinary decision to end talks with a rival, so the clauses governing signing to closing are now a board matter.
Reality
S&P 500 boards appointed 364 new independent directors in 2026, the fewest since 2016, and 37% of them were CEOs, the highest share since 2012. Chief executives gained seats even as the class shrank, so functional executives seeking a first board are competing for fewer openings.
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Cravath partners say divisive mergers under Texas and Delaware law let companies split business lines without assigning each contract one by one. Creditors keep their fraudulent-transfer claims, so the plan of division sets each new entity's exposure.
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SEC rules proposed on September 16 would let issuers with a Form 10-K on EDGAR stop preparing and mailing a separate annual report with the proxy. Dropping a 20-business-day delivery deadline would also loosen merger calendars once final rules are adopted.
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Public companies and their trade groups supplied over 40% of the $2.5 billion raised by party 527 committees in 25 years, a Wharton-CPA primer finds. Its authors want boards to govern that giving on purpose before possible post-midterm investigations.
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Teneo found 87% of S&P 500 companies that issued sustainability reports last year did so again in 2026, even as demographic disclosure fell to 64% from 92%. The reporting that survives is quieter and built more closely around EU and ISSB frameworks, and boards will plan their 2027 reports from that version.
Reality
Pay Governance found just 19% of S&P 500 pay plans opposed by both ISS and Glass Lewis failed in 2026, down from 50% in 2022. The weight now sits with the five largest asset managers, whose own voting frameworks backed pay 95.6% of the time.
Reality
SEC exemptions issued September 17 let permissioned AMM pools trade tokenized US stocks for five years without exchange, ATS or dealer registration. The order is interim and open to comment, so teams building now are designing to AMM-only, OFAC-screened terms the SEC can still rewrite.
Reality
The Court of Chancery found that a pleaded record of leaked valuations and a recused CEO who still received committee materials put Delaware's 2025 cleansing statute out of reach at the pleading stage. Sidley's partners say process and disclosure now decide it.
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Russell Reynolds mapped 196 European exits and found that a single chief executive change tracks almost no difference in average hold period, while the delayed and repeated ones are where the risk sits.
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A Compensia review of Form 10-K filings from January 2024 through June 2026 found 118 companies running restatement-triggered recovery analyses, and 19 of them disclosed an actual clawback of executive pay.
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Sidley Austin counts 28 contingent value rights across 59 announced public life sciences deals last year, a record share, with the contingent piece averaging 39% of the upfront price. The first half of 2026 ran near half that rate.
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Three Delaware Chancery opinions, all from one vice chancellor, and the 2025 amendments to Section 144 sit behind a Mayer Brown memorandum on what a designated director owes the company and what the appointing fund risks.
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Average pay at risk for S&P 1500 chief executives reached 78% in 2023, up from 46% in 1993, while target pay converged on the industry median. Compensation Actually Paid is the first figure that lets a committee check whether that design pays for performance.
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Frederick Alexander is telling executives and investors to write a private substitute for the shareholder proposal rule now, while the federal version still exists to trade against.
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A memorandum from the pay consultancy FW Cook argues that the shareholder conversations able to influence next year's incentive design happen months before the proxy is filed, and that stewardship teams can tell when a company has left it late.
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