In today’s corporate governance landscape, shareholder proposals are a powerful tool for investors to influence company strategies. Increasingly, they intersect with human capital management, executive compensation, and ESG issues. For CHROs and Total …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, November 14, 2025 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of November 7-13, 2025
ISS Governance announced commencement of the public comment period on its proposed benchmark policy changes for 2026. This solicitation of comments follows ISS’ September release of results from its 2025 Global Benchmark Policy Survey in which, as it does …
The Interfaith Center on Corporate Responsibility, United Church Funds, and Ceres – represented by Democracy Forward – have filed a federal lawsuit challenging Texas SB 2337. The suit alleges that the law, which restricts investor access to expert advice …
Despite the shifting landscape of climate action in recent months — including significant reversals in federal climate policy and increased regulatory scrutiny of ESG collaborations — companies are not abandoning their climate strategies but instead …
The US Securities and Exchange Commission (SEC) recently changed its longstanding position disfavoring the inclusion of certain mandatory arbitration provisions in corporate certificates of incorporation or bylaws. As Chair Paul Atkins explained, the SEC’s …
Preparing for an Evolving Shareholder Proposal Landscape This White Paper examines how recent commentary from U.S. Securities and Exchange Commission Chairman Paul Atkins signals a greater role for state law in defining shareholders’ ability to place …
Executive Summary In reviewing executive compensation program designs and related corporate governance policies, companies should consider current market practices and recent trends to inform boardroom discussions. Meridian’s 2025 Corporate Governance …
When the ebb and flow of cybersecurity goes wrong, even a well-prepared company can be surprised by a new form of exploit. Strong systems and practices are table stakes, as the risks of getting it wrong are significant and the potential costs are material …
Nasdaq Proposes Changes to Initial and Continued Listing Standards The Nasdaq Stock Market LLC (“Nasdaq”) recently proposed modifications to its initial and continued listing standards (“Proposed Listing Standards”). The Proposed Listing Standards were …
What Changed and What Hasn’t 1. DGCL Amendments On March 25, 2025, the Delaware legislature amended Section 220 of the DGCL in several important respects, as outlined below: Definition of “books and records.” The amendment limits the definition of “books …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, November 7, 2025 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of October 31-November 6, 2025 Posted by Warren Suh, Ezra …
Approach to Investment Stewardship Dimensional supports stronger governance practices at the companies in which we invest on behalf of our clients because we believe it can improve returns for investors.[1] Dimensional manages global equity and fixed …
If you follow legal news, you’ve no doubt seen the many alerts, blogs and articles with splashy headlines about Rule 14a-8 of the Securities Exchange Act of 1934. Although corporate governance counsel will generally take the lead in evaluating shareholder …
A quiet revolution is unfolding in the worlds of proxy voting, corporate governance and investor communications. So-called ‘pass-through’ voting programs, rolled out by large asset managers, are bringing millions of new participants into the proxy-voting …
Delaware’s SB 21 has been in place for several months. By most accounts, no part of the sky has fallen. SB 21’s correction of the Supreme Court’s Match decision―by restoring what many considered the Delaware tradition of business judgment rule respect …
EXECUTIVE SUMMARY FW Cook’s inaugural 2025 Executive Perquisites Report analyzes the prevalence and value of perquisites (or “perks”) at S&P 100 companies from 2021 to 2024, focusing on Chief Executive Officers (CEOs) and average other Named Executive …
Benchmarking transaction readiness After intense speculation in the third quarter of 2024, many industry watchers predicted 2025 would usher in a wave of successful IPOs—finally reviving the public markets after a prolonged quiet period. Yet, as economic …
Summary The “expertization” of directors as relates to specialized domains, including, among others, cybersecurity, data privacy, ESG and regulatory compliance, as well as recent case law potentially expanding the risk of directors’ personal liability for …
Every year, public companies list a set of “peer” firms in their proxy statements to benchmark top executive pay. These compensation peer group disclosures might seem routine, but they contain rich information about who competes for top executive talent. …
