In 2025, Institutional Shareholder Services (ISS) opposed 10% of S&P 500 company Say on Pay (SOP) proposals. This was consistent with ISS’s historical average “against” rate from the previous five years (2020 through 2024). In this Viewpoint, we …
On April 16, 2026, the Division of Corporation Finance (the Division) of the Securities and Exchange Commission, acting under delegated authority, issued an Exemptive Order (the Order) providing flexibility to shorten the minimum offering period for …
Executive Summary On April 14, 2026, the U.S. Department of Labor (DOL) issued Technical Release 2026-01 (TR 2026-01 or the Release), addressing the application of ERISA’s fiduciary requirements and preemption provisions to proxy advisory services. TR 2026 …
Key Takeaways Senior executive experience continues to be the most sought-after director criteria for U.S. boards, followed by experience with human capital management, core industry, and financial/audit and risk. Highly regulated sectors including …
Key Observations In 2025, there was a steep drop in the number of shareholder resolutions on sustainability that got significant shareholder support (our definition being at least 30% of independent shareholders). There were only 30 such resolutions in …
As the use of artificial intelligence (AI) across industries increases rapidly, many boards of directors are considering whether they have the expertise necessary to maintain effective oversight of AI-related opportunities and risks. As the SEC has made …
Introduction to the Big Three and ESG Guide The “Big Three” institutional investors, BlackRock, State Street Investment Management and Vanguard, recently released 2026 proxy voting policies and related guidance applicable to US companies. Companies are …
In recent years, U.S. public companies have faced increasing pressure to reconsider their Diversity, Equity, and Inclusion (DEI) policies and initiatives. Under both the first and second Trump administrations, there has been a marked backlash against the …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, April 24, 2026 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of April 17-23, 2026
I. Regulatory Environment Set Stage for Resurgent M&A Activity in 2025 with Bright Outlook for 2026 2025 began with a sense of optimism for a return to a more normalized regulatory environment which — coupled with a continued favorable economic …
CAP reviewed chief executive officer (CEO) pay levels among 50 companies with fiscal years ending between August and October 2025 (defined as the Early Filers). 2025 financial performance was generally flat to up, which resulted in median bonus payouts of …
Investors have long suspected that companies with poor corporate governance may be more prone to mismanagement and weak returns. Our research suggests they’re right. Specifically, our proxy voting study shows a connection between governance and return. We …
Executive Summary Boards with higher and more durable equity ownership are associated with stronger long-term shareholder returns, risk-adjusted returns (alpha), and differences in investment behavior, specifically higher R&D intensity based on …
Executive Summary Kekst CNC analyzed contested annual meeting elections from 2023 to 2025, roughly since the universal proxy card was instituted – to understand AI’s recommendations if it acted as a traditional proxy advisor. This analysis highlights …
The cumulative abnormal return, or CAR, is the stock market’s snap reaction to an acquisition announcement. Over the last five decades, CAR has dominated academic finance: more than 92% of M&A studies in the top journals use it to measure deal quality …
On March 16, 2026, the Delaware Court of Chancery issued a significant post-trial opinion in Fortis Advisors, LLC v. Krafton, Inc.[1] The case arose from Krafton, Inc.’s (the “Buyer”) acquisition of Unknown Worlds Entertainment (the “Target”), and the …
Each year in our Annual Memo series, White & Case’s Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form 20-F. This installment of …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, April 17, 2026 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of April 10-16, 2026
Corporate values are having a moment. Once implicit and largely invisible, they now sit at the center of corporate decision-making—shaping how firms hire, market, invest, and even speak. Consumers boycott, employees mobilize, and governments respond, all …
Over the last few years, a robust conversation has been brewing about the effectiveness of performance share units (PSUs) and whether shareholders would be better served by alternative equity approaches, including long-vesting equity awards. These debates …
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