Good morning, ladies and gentlemen. I regret that contemporaneous business out of town keeps me from joining you in person today, but I would be remiss not to briefly address this group—albeit pre-recorded—and to thank you for your spirited service on …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, September 11, 2026 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of September 4-10, 2026 Posted by Andrew Freedman, …
Private equity has become an increasingly important form of corporate ownership around the world, yet it remains controversial. Labor concerns, in particular, are often at the forefront of the policy and public discussions about their investments. In our …
ESG ratings have become an important input into investment decisions. With the advances of sustainable investment, a large industry has developed to collect, analyze, and sell information about firms’ environmental, social, and governance performance. At …
Executive Summary What’s new: The SEC announced a proposal to rescind Rule 206(4)-5 under the Investment Advisers Act in its entirety, including its prohibition on certain political contributions and its restrictions on the use of certain placement agents …
Boards are routinely assessed with tools that cannot answer the question that matters most: whether a given director’s accumulated professional experience fits the strategic needs of the specific company on whose board that director sits. This post …
This post is the second part of D.F. King’s 2026 Proxy Season debriefing report. See here the first part on Shareholder Proposals and here for the second part on Trending Proposal Topics. In May 2026, the SEC proposed sweeping changes to the public company …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, September 4, 2026 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of August 28-September 3, 2026
This post is the second part of D.F. King’s 2026 Proxy Season debriefing report. See here the first part on Shareholder Proposals. This year, the ‘anti-ESG’ movement remained a fixture in the shareholder proposal space, remaining in the upper half of our ‘ …
On August 14, 2026, the SEC’s Division of Corporation Finance updated its statement on how it handles Rule 14a-8 shareholder proposals. The Division will now stop responding to shareholder proposal related no-action requests of any kind, and it will no …
In a significant decision for public companies facing activism, the Delaware Court of Chancery last week held that a board may not reject a director nomination notice based on disclosure requirements that are not explicitly spelled out in the corporation’s …
The choice of state of incorporation used to be handled quietly at formation or IPO and rarely revisited. Even as a handful of high-profile companies and commentators began questioning Delaware’s judge-made law and domicile dominance in 2024, it was …
Introduction The 2026 U.S. proxy season marked another period of significant change in shareholder proposal activity. While environmental and social (E&S) proposal volumes continued to decline sharply, governance-related proposals proved more resilient …
This article is the sequel to the author’s previous articles entitled Merger Agreements are Too Long and Disclosure Schedules are a Waste of Money. When transaction parties draft M&A disclosures, they can almost always add more detail. They have to …
In Short The Situation: On August 14, 2026, the SEC’s Division of Corporation Finance (the “Division”) announced it will no longer respond to companies’ “no-objection” requests under Rule 14a-8, effective immediately. The Division also stated it would no …
This post is the first part of D.F. King’s 2026 Proxy Season debriefing report. Shareholder Proposals Proposals submissions on the decline, support remains steady. Total number of proposals filed in 2026 is down nearly 25% from 2025 and is at the lowest …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, August 28, 2026 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of August 21-27, 2026
Each year, CAP analyzes non-employee director compensation programs among the 100 largest US public companies. These companies are trendsetters and can provide early insights into evolving pay practices across the broader public company marketplace. This …
Key Takeaways Cybersecurity oversight is now nearly universal at large cap companies. Defined board oversight of AI is emerging quickly, but still lags behind. Shareholder voting on board elections remained largely consistent in North America. While …
The 2024 and 2025 reforms of Delaware corporate law passed with unprecedented speed, and Texas and Nevada now compete in an overt race to laxity. Whatever one makes of these developments, most of the existing contestation focuses on the effects on agency …
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