This report examines how US public companies use financial and nonfinancial performance metrics in executive incentive plans, including where they appear, how heavily they are weighted, and what they signal about changing board priorities. Across short- …
The DOJ has withdrawn the 1987 BRL issued to ISS, the largest U.S. proxy advisor. The withdrawal follows state-level efforts to regulate the proxy advisory industry, a November 2025 antitrust lawsuit by the Florida Attorney General, and President Trump’s …
FW Cook’s 2026 Director Compensation Report examines non-employee director pay and program design at 300 U.S. public companies. Approximately 92% of companies also appeared in the 2025 study, supporting reliable year-over-year comparisons. Research Sample …
It feels like prediction markets are everywhere these days. As prediction markets expand and trading volumes continue to rise, the industry’s long-term success depends on both established players and new entrants adopting rigorous market surveillance …
The growing movement of public companies to reincorporate outside Delaware has transformed a policy debate into an increasingly significant source of corporate governance litigation. As companies have explored domiciles such as Nevada and Texas, Delaware …
Shareholder Engagement Responses to Adverse Say-on-Pay Votes This is our third annual report on how companies with adverse say-on-pay votes responded with shareholder engagement programs the following season to address shareholder concerns. Our report on …
Despite a fresh wave of market volatility, shareholder activism proved remarkably resilient in the first half of 2026, with activity holding steady at H1 2025 levels. M&A continued to build momentum as a leu lever for activists with many also more …
SpaceX, one of the largest companies in the world, just went public, and its founder, Elon Musk, holds 82.4% of the company’s voting power.[1] Theoretically, controlled companies are supposed to be insulated from shareholder pressure. Even “effectively …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, August 14, 2026 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of August 7-13, 2026 Posted by Ani Huang, CHRO Association …
Executive Summary When an activist obtains board representation, the number of seats tells only part of the story. The backgrounds of the directors who enter the boardroom may reveal whether the campaign emphasizes direct investor participation, operating …
In 2018, the Delaware Supreme Court dropped a footnote. In Eagle Force Holdings v. Campbell, Justice Valihura noted that the court had never actually decided whether a buyer who knows that some of the seller’s representations are false can still sue for …
Global CEO departures drop to lowest H1 level, while appointments hold steady After two years of elevated CEO turnover across the world’s largest indices, H1 2026 data suggests that leadership change is beginning to stabilize. Globally, 101 CEOs departed …
It is a great honor for me to be part of the Weinberg Distinguished Lecture series. Thank you for inviting me. My remarks today are solely my own and are not made on behalf of the Delaware Supreme Court or any other person. As I near the end of my twelve- …
Mergers and acquisitions reallocate control over the factors of production and are typically followed by extensive restructuring aimed at raising efficiency. A long-standing question is whether those efficiency gains come partly at the expense of employees …
Despite regulatory pressures and competition from AI-enabled proxy voting systems, adverse recommendations from Institutional Shareholder Services (ISS) continued to influence vote outcomes during the 2026 proxy season. When ISS recommended against …
The Administrative Procedure Act (APA) provides the procedural framework for both rulemaking and its subsequent judicial review. Stakeholders participate throughout this process as commenters, meeting participants, and, sometimes, litigants. Judicial …
In today’s unpredictable environment of economic volatility, AI disruption, and geopolitical instability, there’s another emerging threat to organizational health: a widening confidence gap between CEOs and their boards. Our latest Leadership Confidence …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, August 7, 2026 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of July 31-August 6, 2026
Introduction Over the past two years, the public conversation around corporate climate commitments has shifted considerably. Some companies that spoke openly about decarbonization have grown quieter, a phenomenon often described as “greenhushing”. …
Executive Summary What’s new: The SEC has proposed Regulation E-Delivery, a new rule that would govern how public companies, registered investment companies, business development companies (BDCs), broker-dealers, investment advisers and other market …
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