It is a great honor for me to be part of the Weinberg Distinguished Lecture series. Thank you for inviting me. My remarks today are solely my own and are not made on behalf of the Delaware Supreme Court or any other person. As I near the end of my twelve- …
Mergers and acquisitions reallocate control over the factors of production and are typically followed by extensive restructuring aimed at raising efficiency. A long-standing question is whether those efficiency gains come partly at the expense of employees …
Despite regulatory pressures and competition from AI-enabled proxy voting systems, adverse recommendations from Institutional Shareholder Services (ISS) continued to influence vote outcomes during the 2026 proxy season. When ISS recommended against …
The Administrative Procedure Act (APA) provides the procedural framework for both rulemaking and its subsequent judicial review. Stakeholders participate throughout this process as commenters, meeting participants, and, sometimes, litigants. Judicial …
In today’s unpredictable environment of economic volatility, AI disruption, and geopolitical instability, there’s another emerging threat to organizational health: a widening confidence gap between CEOs and their boards. Our latest Leadership Confidence …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, August 7, 2026 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of July 31-August 6, 2026
Introduction Over the past two years, the public conversation around corporate climate commitments has shifted considerably. Some companies that spoke openly about decarbonization have grown quieter, a phenomenon often described as “greenhushing”. …
Executive Summary What’s new: The SEC has proposed Regulation E-Delivery, a new rule that would govern how public companies, registered investment companies, business development companies (BDCs), broker-dealers, investment advisers and other market …
Investor Priorities Hold Steady Even As Processes Change The 2026 proxy season reflected familiar priorities for shareholder proposals, but different processes for how these ballot items are navigated by both companies and proponents. Looking across broad …
Institutional Shareholder Services (ISS) has launched its annual policy survey (available here) to help inform potential changes to its voting policies in advance of the 2027 proxy season. The survey seeks feedback on, among other matters, semiannual …
Key Takeaways Amid a multi-year decline in shareholder proposal volumes, the SEC’s decision to step away from the no-action process appears to have buoyed the number of proposals going to a vote this year. Issuers have been increasingly sophisticated in …
1. Update Your Disclosure Playbook Major investors are increasingly using AI to decide how to vote proxies, and JPMorgan’s industry-first decision to replace its external proxy advisors with an in-house AI tool signals that the trend is accelerating. …
I. Introduction The undersigned submit the following pursuant to 17 CFR § 201.192(a) (Rule 192(a) of the Commission’s Rules of Practice) and Section 553 of the Administrative Procedure Act. Petitioners request that the Commission, in any rulemaking to …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, July 31, 2026 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of July 24-30, 2026
On June 4, 2026, the US Supreme Court held that the Securities and Exchange Commission (SEC) need not prove that investors suffered actual financial loss to obtain disgorgement in a civil action. In a unanimous opinion authored by Justice Neil Gorsuch, …
Boards of directors are encouraged to anticipate a renewed focus on corporate responsibility and ethics, which would be grounded at least initially in corporate self-regulation and new governance principles, rather than in new legislation or enforcement …
A less predictable, more complex path to the annual meeting The path to the annual meeting grew less predictable and more complex in 2026, not because of a single landmark change, but because of compounding shifts. Legal challenges, regulatory intervention …
I write in strong opposition to the proposal to reduce reporting to file semiannual reports on the new Form 10-S in lieu of quarterly reports on Form 10-Q. I note that this was prepared entirely by me, without the aid of AI or any LLMs. I agree with many …
Key Points The decision clarifies that a party’s using a contractual gap to “intentionally harm” the counterparty may constitute a breach of the implied covenant. The court rejected ASM’s argument that the parties had intentionally left a contractual gap …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, July 24, 2026 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of July 17-23, 2026
05 days 04:12:05
