Major Reforms on the horizon Proposed move to semiannual reporting In May 2026, the SEC proposed allowing US domestic reporting companies to choose between quarterly reports on Form 10-Q or semiannual reports on a new Form 10-S. Companies would make their …
Say-on-Pay outcomes in the 2026 proxy season have remained broadly favorable, continuing a multi-year trend of strong shareholder support and limited opposition. Fewer companies have experienced low support or failed votes, reflecting generally aligned pay …
This post is adapted from the Tumelo white paper, “AI in stewardship: a strategic framework for asset managers”. It argues that AI is reshaping the stewardship function just as the proxy-advisory duopoly comes under regulatory pressure. Written by co- …
How did Delaware’s SB 21 reform change corporate law? In corporate circles and the general media, critics framed the reform as a concession to powerful controlling shareholders, while proponents defended it as a necessary response to judicial overreach. …
In his remarks at the 2026 Society for Corporate Governance Conference, SEC Chairman Paul Atkins outlined one of the central tenets of his policy agenda: to restore the “foundation” of the SEC’s original mandate on requiring the disclosure of “material” …
In four recent decisions, the Delaware Court of Chancery has addressed forum selection provisions and exclusive forum bylaws in various contexts. In three of the cases, the court rejected applying a Delaware forum selection provision or bylaw—in two of …
Director support remains uneven: governance chairs continue to see the lowest backing, while overall support has only recently rebounded from 2023 lows, highlighting persistent investor scrutiny of accountability and oversight. In this iteration of our …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, July 10, 2026 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of July 3-9, 2026
Good morning, ladies and gentlemen. And thank you, Keir [Gumbs], for your warm introduction. I look forward to our conversation in just a few moments. Before I offer a few reflections, I must note that the views I express here today are my own as Chairman …
On May 27, 2026, Chancellor Kathaleen McCormick of the Delaware Court of Chancery issued a memorandum opinion in Le Clair v. KnowBe4, Inc., C.A. No. 2024-1143-KSJM, granting defendants’ motions to dismiss all claims arising from Vista Equity Partners’ $4.6 …
The 2026 Regulatory Agenda reflects the robust rulemaking we are pursuing under my chairmanship. Now that we are just over one year into my tenure, we have made significant progress in returning the agency to its core mission of protecting investors; …
The Freshfields team reviewed key trends and developments for the 2026 proxy season, summarizing takeaways and guidance across several core areas: shareholder proposals; board, director and senior management trends; SEC updates; ESG proposals; compensation …
Market Concentration and Fund Regulation The U.S. stock market has become highly concentrated. Between 2015 and 2024, the share of the ten largest stocks in total U.S. market capitalization rose from 13% to 31%. In large-cap growth, it rose from 30% to 48% …
Board effectiveness is being tested and defined in real time. AI, geopolitics, activism, sustainability, CEO succession, board refreshment, and stakeholder scrutiny are more interconnected, faster moving, and more visible than ever before. Yet, many board …
Recently in Ayers v. Foley, the Delaware Court of Chancery issued an opinion (by Vice Chancellor Will) interpreting for the first time certain provisions in the 2025 amendments to Section 144 of the Delaware General Corporation Law (“DGCL”), the landmark …
By late June, the Say-on-Pay (“SOP”) vote has usually moved from the proxy calendar into the Compensation Committee’s rearview mirror. The proxy advisor reports have been circulated, and investor relations or the corporate secretary may already know which …
There has never been more interest in restraining proxy advisors. President Trump has issued an executive order devoted to “[p]rotecting American [i]nvestors” from them. Elon Musk has called them “corporate terrorists.” Two House committees are …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, July 3, 2026 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of June 26-July 2, 2026 Posted by Harvard Law School Forum on …
Key Takeaways Respondents to Glass Lewis’ Stewardship Survey who use an external stewardship provider say they mostly do so as “capacity multipliers,” leveraging external resources and expertise to pursue common goals. Challenges faced by respondents …
Good afternoon, ladies and gentlemen. And thank you, Barbara [Van Allen], for your generous introduction. Before I offer a few reflections, I must note the standard disclaimer that the views I express here today are my own as Chairman and do not …
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