Background On April 20, 2026, the Securities and Exchange Commission (the “SEC”) and the Commodity Futures Trading Commission (the “CFTC,” and together with the SEC, the “Commissions”) jointly proposed amendments to Form PF (the “Proposed Amendments”) that …
Using equity as part of employee compensation reinforces an ownership culture across the employee base. And ownership by employees, executives, and board members has been shown to create value over the long term. Having “skin in the game” is largely …
As General Counsel of a life sciences investment fund, I’m routinely asked by company founders if they should incorporate somewhere in the US other than Delaware. That is not a question I really had to think about until a couple of years ago, when the “ …
Artificial intelligence is emerging as a new attack theme for shareholder activists. What many companies frame as a long-term innovation story is increasingly being viewed by activists as a short-term lever to drive unlock cost savings, improve …
SEC Rule 14a-4 has existed for decades but was historically used mainly in traditional proxy contests involving director nominations. Collateral amendments[16] adopted as part of the SEC’s “universal proxy” rules made Rule 14a-4 more viable outside of a …
In many ways, the 2026 proxy season has been markedly different than prior seasons, due, in no small part, to the November 2025 decision by the U.S. Securities and Exchange Commission (“SEC”) Staff not to provide substantive guidance on the grounds on …
Introduction At first blush, this appears to be just another proxy season. The overall failure rates for the Russell 3000 and S&P 500 companies in Say on Pay, director election, and equity plan proposal votes remain low. Vote results are roughly in …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, June 12, 2026 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of June 5-11, 2026
For many US public companies, the 2026 proxy season has been notably calm in two areas that boards and management teams watch closely: director elections and ‘say on pay’. Director nominees continue to receive strong shareholder support, and executive …
Introduction The 2026 proxy season confounded many of the assumptions that issuers, activists, and advisors have relied upon for more than a decade. While headlines suggest a retreat of shareholder activism and a rollback of ESG‑driven governance, the …
The 2026 proxy season thus far has been out-of-the-ordinary, impacted by regulatory and policy developments that required companies and shareholders to adapt their shareholder proposal and engagement strategies. As a result of these unusual circumstances, …
A strong 2025 for shareholder activism has carried forward into the first half of 2026, with a variety of significant activist engagements and campaigns this proxy season. Activist campaigns have largely focused on operational, strategic, capital …
After 144 years of legal domicile in New Jersey, ExxonMobil Corporation, which has been physically headquartered in Texas since 1989, is consolidating its legal and physical homes to Texas. With approximately 71 percent of votes cast in favor at its 2026 …
Posted by Matthew Illian and Rosanna Landis Weaver, ICCR & United Church Funds, on Tuesday, June 9, 2026 Editor's Note: Matthew Illian is the Director of Responsible Investing at United Church Funds, and Rosanna Landis Weaver is a Consultant at …
Mergers and acquisitions reshape not only the product markets that firms operate in, but also the labor markets where firms compete for workers. When two firms that compete for labor merge, labor market concentration can increase substantially. This raises …
Instead, companies have targeted individual proponents – and one individual in particular, John Chevedden. The proportion of exclusion notices that relate to proposals submitted by this prolific proponent grew to more than half of the total so far in 2026 …
Governance as a Market Advantage is a new ICGN blog series exploring how strong governance supports investor confidence, attracts long-term capital and strengthens well-functioning capital markets. Across the series, we will look at the role of governance …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, June 5, 2026 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of May 29-June 4, 2026
What You Need To Know Pro-DEI proposals have declined sharply for the 2026 proxy season, with only 10 proposals submitted through May 31, 2026, compared to approximately 47 submitted for the full 2025 proxy season. Of the five pro-DEI proposals voted on …
As equity ownership becomes increasingly concentrated in index funds, concerns have grown over their outsized influence on corporate governance. Mirror voting has emerged as a leading mechanism to ensure that passive capital doesn’t improperly determine …
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