From an activism perspective, 2025 was a record-breaking year, with more campaigns waged than ever across an increasingly diverse spectrum of public companies. While many themes continued from years prior, various regulatory and structural changes have …
With 2025’s deal momentum expected to continue into 2026, attracting and retaining key talent remains critical amidst economic and political uncertainty. Macroeconomic indicators are mixed, with stable economic growth and easing interest rates coupled …
Key Takeaways Prepare for a less predictable 2026 proxy season. Proxy advisor policy changes, evolving Rule 14a-8 processes, and shifts in investor stewardship are likely to affect shareholder engagement, voting dynamics and disclosure expectations. Review …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, January 30, 2026 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of January 22-28, 2026 Posted by Simon Toms, Kate Jackson- …
During the previous two decades, the four of us have published many of studies on shareholder activism and mergers and acquisitions at leading academic outlets. But until this paper, Antitrust, Anti-Activism, neither we nor anyone else had uncovered the …
Below, we discuss key 2025 developments in each of the following areas: AI AI fervor is ubiquitous—it has been a key driver of M&A activity this year, as almost all companies in almost all industries now view it as imperative to have these capabilities …
INTRODUCTION For more than a century, Delaware has reigned as the favored domicile for U.S. companies, celebrated for its deep body of corporate law and its specialized Court of Chancery that resolves corporate disputes between sophisticated parties and …
The recent announcement by the SECʼs Division of Corporation Finance that its staff will not, during the 2026 proxy season, “… respond to no-action requests related to any basis for exclusion other than 14a-8(i)(1)” leaves both companies and investors in …
Legal academia is full of brilliant scholars doing important work. But a small group of law professors have done something rather unusual: getting past the notoriously demanding referees at the Journal of Finance, Journal of Financial Economics, and Review …
Enhancing the Public Company Disclosure Framework Thank you, Dave [Lynn], for that kind introduction.[1] I appreciate the opportunity to deliver the Alan B. Levenson Keynote Address, named in honor of the former director of the Division of Corporation …
After a decade of complete primacy, performance-based share units (PSUs) are undergoing a moment of intense scrutiny. Investors like CII and Norges Bank are questioning whether: PSUs should be the prevailing form of long-term incentives for CEOs, and …
Observations on the Global Activism Environment in 2025 Record Year for Activism 2025 set a record for activist activity with 255 campaigns, surpassing the previous high of 249 in 2018 U.S. Continues to Drive Global Activity Activity in the U.S. accounted …
We just placed on SSRN our study Controllers Unbound. This post is part of a series of posts, based on this study, about the expected dire consequences of the recent relaxing of constraints on controlling shareholders. Delaware’s recent SB21 legislation …
In Brola v. Lundgren (Dec. 1, 2025), the Delaware Court of Chancery held that a director-officer’s sexual harassment of employees, which resulted in fines and other damages to the corporation, constituted personal misconduct and not a breach of his …
We are scholars of securities law and financial economics whose research led to the development and passage of the Holding Foreign Insiders Accountable Act (HFIAA or the Act).[1] Our joint work, Holding Foreign Insiders Accountable, first identified risks …
OVERVIEW Most executive pay levels analysis focuses on target equity grant values—essentially the accounting value at grant—rather than value realized when equity is earned. Assessing the trends and data underlying take-home equity value can offer boards …
On this blog, we have commented quite a number of times regarding a number of trends affecting our capital markets—many of which have been a factor since the early 2000s and which have become more pronounced since the adoption of the Sarbanes-Oxley Act and …
Executive Summary What’s new: Key ESG developments in late 2025 include the EU’s final proposals regarding corporate sustainability due diligence, simplified European sustainability reporting, delayed timing for the EU Deforestation Regulation, a landmark …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, January 23, 2026 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of January 16-22, 2026 Posted by Melisa Brower, K.J. …
The International Corporate Governance Network (ICGN) would like to offer its perspective on the SEC Division of Corporation Finance statement, published on November 17, 2025, regarding no-action requests under Rule 14a-8.1 Led by investors responsible for …
04 days 23:13:44
