In governance circles, few topics generate more debate than whether the CEO should also serve as board chair. Regulators in some markets have taken firm positions, and activists often argue that separation between the two roles is a universal best practice …
Mergers & Acquisitions WHY BUYERS ARE INCREASINGLY TURNING TO STATE LAW TO ACQUIRE DISTRESSED ASSETS For companies and stakeholders seeking to execute distressed asset sales with speed, certainty, cost control and surgical execution, state law regimes …
Subodh Mishra is the Global Head of Communications at ISS STOXX. This post is based on an ISS Governance Research report. Compensation and Say-on-Pay: There will be a slight increase in 2026 in the number of U.S. companies expected to demonstrate …
In Short The Situation: A stockholder sought a judgment declaring that certain provisions of a stockholders agreement were facially invalid and unenforceable under 8 Del. C. § 141(a). The Court of Chancery found that the plaintiff’s claims were timely and …
Recent decisions by J.P. Morgan Asset Management and Wells Fargo to deploy artificial intelligence (“AI”) to guide proxy voting are evidence of deeper structural changes already underway that could transform future proxy seasons. The near-term impact of AI …
Executive Summary As the 2026 proxy season prepares to go into full swing, significant structural shifts are underway in the proxy voting ecosystem. Regulatory scrutiny, evolving investor stewardship frameworks and innovations in retail voting platforms …
Proxy voting is one of the most structured and observable ways institutional shareholders exercise governance rights. Yet the operational cost of applying voting policies consistently across thousands of ballot items remains high. As Professor Lucian …
Board diversity disclosure is undergoing a meaningful recalibration. After years of increasing pressure by shareholders and other stakeholders to increase the number of women and underrepresented minorities on boards and provide robust disclosure of board …
In Calumet Capital Partners LLC v. Victory Park Capital Advisors LLC (Jan. 29, 2026), the Delaware Court of Chancery, at the pleading stage of litigation, found it reasonably conceivable that, after Victory Park (the “Investor”) invested in Calumet’s …
When we think about corruption in the corporate and political arenas, what often comes to mind are high-profile scandals involving bribery, kickbacks, or blatant misconduct. But in my paper Systematic Corruption (forthcoming in the Columbia Law Review), I …
Since their introduction nearly two decades ago,[1] forum selection provisions have become standard in modern corporate governance, with Delaware corporations routinely designating the Court of Chancery as the exclusive forum for “internal affairs” …
March 2026 marks the 250th anniversary of The Wealth of Nations. In that foundational text for modern economics, Adam Smith described a decentralized economy of small producers. Over the next two and a half centuries, however, the emergence of large firms …
Over the last few years, the artificial intelligence (AI) boom has swept through corporate America. Across nearly every function and team, AI is being adopted to boost productivity and gain a competitive edge through every available avenue. As a result, …
Key points On February 4, 2026, the US District Court for the Western District of Texas declared SB 13 (2021) unconstitutional under the First and Fourteenth Amendments and enjoined its enforcement, finding the statute facially overbroad and impermissibly …
Efforts to open private equity and other private assets to retail investors—including now through 401(k) plans—are often framed as a long-overdue democratization of superior investment opportunities. Indeed, private equity has always been viewed as special …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, February 27, 2026 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of February 20-26, 2026 Posted by Hester M. Peirce, U.S. …
Introduction This proxy voting policy (the Policy) describes general positions on matters that may be subject to a shareholder vote at U.S.-domiciled companies and is aligned with governance practices believed to support long-term shareholder returns. The …
Introduction This proxy voting policy (the Policy) describes general positions on proxy proposals that may be subject to a shareholder vote at U.S.-domiciled companies and is aligned with governance practices believed to support long-term shareholder …
The Article provides the first comprehensive analysis of Nevada’s statutory amendments, legislative history, and case law. It shows that Nevada corporate law effectively forecloses shareholder litigation eliminating the shareholder rights and management …
Good morning, and thank you all for attending today’s meeting. Welcome to the Committee’s new members. I appreciate the work of the Committee and the willingness of experts to share their views as panelists. I also appreciate the work of the Office of the …
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