September 29, 2026 Summary of Key Trends[1] A. Strong Say on Pay Results The number of failed say on pay votes remained low, with overall shareholder support averaging ▲91% among the S&P 500 and ▲92% among the Russell 3000 in H1 2026 (v. 90% and 91% in …
Last week, the Federal Trade Commission (FTC) announced another “interlocking directorate” enforcement action, demonstrating the antitrust agencies’ continued aggressive enforcement of Section 8 of the Clayton Act. The proposed consent order resolves …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, October 16, 2026 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of October 9-15, 2026
Back in February, we looked at SEC data on small and pre-public companies and noted that IPOs were reemerging as an option after several lean years. The SEC’s Division of Economic and Risk Analysis has now released a fresh set of capital formation …
Mandatory arbitration of shareholder claims is on the horizon. SEC Chair Paul Atkins has led the SEC to change its long-standing policy against mandatory arbitration. Space Exploration Technologies Corp. (“Space X”), a Texas corporation, recently went …
A large literature on delegated asset management has analyzed the role of information disclosure, especially in situation where managers have significant discretion about reporting on investment choices, performance, and risk. Managers might have …
Institutional investor and proxy advisor perspectives on the appropriate mix of time- and performance-based equity have continued to evolve, including ISS’s November 2025 policy change providing greater flexibility for the use of time-based equity with …
Summary of Key Trends[1] A. Submission of Rule 14a-8 Shareholder Proposals The SEC recently proposed to eliminate Rule 14a-8 shareholder proposals, but the proposed rulemaking will not affect shareholders’ right to submit Rule 14a-8 proposals for the core …
I. Introduction It has been over two decades since debate erupted in prestigious law journals, tax notes, and Congressional committees about a little known but highly controversial tax rule pertaining to the “carried interest” component of compensation …
This report examines CEO and executive compensation disclosed by US public companies during the 2026 proxy season. Drawing on extensive data for the Russell 3000 and S&P 500, it covers CEO pay, compensation elements, representation of women among CEOs …
The new U.S. Pay versus Performance (PvP) disclosures make it practical for investors to have reasonable specific quantitative guidelines for Say on Pay (SOP) voting. Specific quantitative guidelines make the investor’s vote matter: portfolio companies can …
Observations on the Activism Environment in 2026 YTD 1. Campaign Activity in Line with Prior Years Following Slower Q3 179 campaigns were launched in 2026 YTD, down 7% year over year (192), but largely in line with the four year average 43 campaigns in Q3 …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, October 9, 2026 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of October 2-8, 2026 Posted by Sarah Wilson, Minerva …
As advanced AI models — and autonomous AI “agents” — grow more capable, so do the associated corporate cybersecurity risks. Atincreasingly modest cost, AIsystems can now identify and exploit latent software vulnerabilities, such as by planting malicious …
The October 1 directive, Corporate Enforcement in the Fight Against Fraud, builds on the Fraud Division’s August announcement of its enforcement priorities and organizational structure, as discussed in our prior LawFlash, DOJ Sets Priorities for New …
One of the more surprising developments around the SEC’s proposed Rule 14a-8 rescission is that one of the rule’s arch critics is having second thoughts. The Heritage Foundation has been one of the most vocal critics of proxy advisers, ESG and “woke …
In the 2026 proxy season, all but one of the technology and life sciences companies included in the Fenwick Silicon Valley 150 List (SV 150) and all of the companies in Standard & Poor’s (S&P 100) held annual meetings. Generally, such annual …
Different Approaches to AI Oversight Growing corporate adoption of Artificial Intelligence (AI) has increased the importance of AI governance to both companies and shareholders. U.S. technology companies have been expanding their AI governance and …
Our view We are concerned that shareholder rights are weakening in many markets, putting investor confidence and long-term value creation at risk. Robust shareholder rights underpin well-functioning public equity markets. Protecting shareholder rights is …
The IPO is commonly understood as the end of venture capital’s (VC) role in corporate governance. As the conventional story goes, after a relatively short post-IPO lock-up, VCs sell their shares and give way to public-market institutions. Ownership …
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