Venture capital outlook for 2026: 5 key trends

Michael Carmen is Co-Head, William Craig, and Mark Watson are Investment Directors at Wellington Management. This post is based on their Wellington memorandum.

After two years of capital scarcity, liquidity is finally returning to the venture ecosystem (even if unevenly). In 2026, we believe venture investors will need to navigate a more selective, quality-driven environment where access, underwriting discipline, and cross-market insights will matter most. We see this as a period of reinvestment: a moment to lean into innovative leaders while preserving flexibility across liquidity pathways.

Our vantage point at Wellington spans venture, growth equity, secondaries, and the public markets, offering an integrated perspective across the trends shaping the venture landscape. In this VC outlook, we explore the five key questions that we believe institutional investors should be asking for the year ahead.

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Insider Trading Policies: A Survey of the SV150

Courtney Mathes is an Associate at Wilson Sonsini Goodrich & Rosati. This post is based on a WSGR memorandum by Ms. Mathes, Tamara Brightwell, Shannon Delahaye, Lauren Lichtblau, Jose Macias, and Lisa Stimmell.

A Survey of the SV150

Wilson Sonsini is pleased to present Insider Trading Policies: A Survey of the SV150, which analyzes the insider trading policies of Silicon Valley’s largest public companies.

This report summarizes the results of our review of the insider trading policies filed by 145 companies in the Lonergan SV150, which ranks the top 150 companies with headquarters in the Silicon Valley by annual sales. [1] For more information on the methodology used to prepare the Lonergan SV150, please visit the Lonergan Partners website. Please see the Appendix for a list of the SV150 companies.

In December 2022, the U.S. Securities and Exchange Commission (SEC) adopted final rules that require, among other things, public companies to file their insider trading policies and procedures as an exhibit to their annual report (2022 rules). [2] This report examines certain key elements in these insider trading policies such as:

  • persons subject to the insider trading policy;
  • quarterly blackout periods (or trading windows) [3] and timing;
  • pre-clearance requirements;
  • gifts; and
  • restricted activities including hedging, pledging, and margin accounts.

We would like to thank the team that conducted the research and provided editorial input for this report, including partners Richard Blake, Tamara Brightwell, Shannon Delahaye, Lauren Lichtblau, Jose Macias, Lisa Stimmell, and practice support lawyer Courtney Mathes.

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A Look at AI-Related Shareholder Proposals at U.S. Companies, 2022-2025

Subodh Mishra is the Global Head of Communications at ISS STOXX. This post is based on an ISS Governance report by Joseph Hong, Specialty Research Associate at ISS Governance.

The long-projected systemic and business transformations that can be brought about by Artificial Intelligence (AI) technologies have started. Accordingly, many companies and their boards of directors have faced scrutiny in recent years over effective governance mechanisms and due diligence of the opportunities as well as the material risks—financial, regulatory, legal, and reputational—posed by AI. Potential AI and associated hyperscale data center issues are far-reaching and span governance, environmental, and social aspects. It is perhaps unclear whether markets have yet fully priced in some of the wide-ranging and material risks, alongside the opportunities. The range of issues from an investor perspective are looked at in this article through the lens of recent U.S. shareholder proposals directly related to AI and at companies providing AI tools and infrastructure.

A substantial number of institutional investors have disclosed their expectations and engagements on Responsible AI (RAI) risk management, with respect to long-term financial returns and pragmatic value creation. For example, as of a February 2024 Investor Statement on Ethical AI, the World Benchmarking Alliance’s Collective Impact Coalition (CIC) for Ethical AI comprised investors representing over USD $8.5 trillion in assets under management.

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Can Social Media Inform Corporate Decisions? Evidence from Merger Withdrawals

J. Anthony Cookson is a Professor of Finance and the Michael A. Klump Endowed Professor at University of Colorado Boulder, Leeds School of Business, Marina Niessner is an Assistant Professor of Finance at Indiana University, Kelley School of Business, and Christoph Schiller is Assistant Professor of Finance at The Ohio State University, Fisher College of Business. This post is based on their recent article, forthcoming in the Journal of Finance.

 

Financial social media has transformed the way investors share opinions, access information, and interact with markets. While there is extensive evidence that social media affects investor behavior and asset prices, a fundamental question remains: does social media also influence corporate decisions? In our paper, Can Social Media Inform Corporate Decisions? Evidence from Merger Withdrawals, forthcoming in the Journal of Finance, we provide evidence that it does.

We study one of the most consequential corporate investment decisions, mergers and acquisitions (M&As), and show that the social media sentiment reaction to a merger announcement is a strong predictor of whether the deal will ultimately be completed or withdrawn. Our core finding is striking: a one standard deviation decrease in abnormal social media sentiment after a merger announcement is associated with a 0.64 percentage point greater likelihood of merger withdrawal, representing roughly 16.6% of the baseline withdrawal rate in our sample. Importantly, this effect is not explained by the stock market’s reaction to the deal, traditional news media coverage, or analyst recommendations.

Measuring Social Media Sentiment

Our analysis uses a sample of U.S. M&A announcements from 2010 through 2021 matched to firm-day sentiment measures from a major financial social media platform, StockTwits. StockTwits is well suited to this question because users explicitly discuss firms using “cashtags” that indicate the firm’s ticker (for example, $AAPL for Apple), and the investor discussion on the platform is both in real time and high frequency. Our dataset includes over 250 million StockTwits messages and over 6,438 announced deals. We measure abnormal sentiment for each merger announcement by comparing the average sentiment of messages in the days immediately following the announcement (days 0 through 3) relative to a benchmark period before the announcement became public.

Social Media Contains Unique Information

Do social media sentiment reactions aggregate other sources of information, or does social media contain new information? We find social media information is distinct from other sources. Conditional on a positive stock market reaction to the deal, the StockTwits signal is only slightly more likely to be positive than negative: 55% of positive CAR deals have positive abnormal sentiment versus 45% with negative abnormal sentiment. Thus, a positive social media sentiment reaction to the merger announcement is not simply a reflection of the market reaction. The same broad conclusion holds for traditional news sentiment and analyst recommendations: there is significant dispersion in abnormal social media sentiment within both positive and negative values of these other signals, implying unique variation in the social media measure. READ MORE »

‘We Will Get By, We Will Survive’ – The Future of Shareholder Proposals

Brad Goldberg is a Partner, Michael Mencher is Special Counsel at Cooley LLP. This post is based on their Cooley memorandum and is part of the Delaware law series; links to other posts in the series are available here.

As discussed in more detail in Cooley’s October 10 alert, remarks by Securities and Exchange Commission (SEC) Chairman Paul Atkins suggest that Delaware-incorporated companies may be able to exclude precatory (nonbinding) shareholder proposals under Rule 14a-8(i)(1) of the Securities Exchange Act of 1934 – provided they submit a no-action request to the SEC accompanied by a Delaware law opinion stating that such proposals are not a proper subject for shareholder action under Delaware law, and, in the event of a conflicting opinion, this interpretation is upheld by the Delaware Supreme Court. In addition, as discussed in Cooley’s November 20 alert, the SEC also announced that for the 2026 proxy season, it would only provide substantive no-action letters under Rule 14a-8(i)(1), potentially further encouraging companies to pursue the Delaware opinion approach. In the short term, the SEC’s new approach to Rule 14a-8 no-action letters may cloud the strategic landscape as both proponents and companies wait to see whether it becomes common for companies to exclude proposals (other than for straightforward procedural deficiencies) in the absence of no-action relief.

Should the Delaware opinion approach be upheld by the Delaware Supreme Court this could open the floodgates to precatory proposal exclusions and quickly radically change the shareholder proposal landscape, especially if companies otherwise prove reluctant to exclude proposals in the absence of no-action letters. In the last three years, nearly 3,000 shareholder proposals were submitted to Russell 3000 companies, and fewer than 20 were binding proposals. This raises the question of how shareholder proposal proponents would react if companies were able to exclude precatory proposals under Rule 14a-8(i)(1). It is likely overly optimistic to assume that serial shareholder proposal proponents will pack up their bags and admit defeat – rather, they are likely to explore new avenues to pressure companies.

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2026 Annual Report and Proxy Season: E&S Matters, Executive Compensation, and Governance

Ali Perry and Liz Walsh are Counsels, and Jennifer Zepralka is a Partner at Mayer Brown. This post is based on their Mayer Brown memorandum.

CLIMATE CHANGE

STATUS OF THE SEC’S RULES ON CLIMATE DISCLOSURE

In March 2024, the SEC adopted rules entitled “The Enhancement and Standardization of Climate-Related Disclosures for Investors” (the “Climate Rules”), intended to standardize how public companies report material climate-related risks and greenhouse gas emissions. The Climate Rules were almost immediately the subject of litigation, which was subsequently consolidated in the U.S. Court of Appeals for the Eighth Circuit (the “Eighth Circuit”), where they were subject to a voluntary stay pending litigation. Subsequently, the SEC withdrew its defense of the Climate Rules, but requested that the Eighth Circuit resolve the litigation on the merits. In September 2025, the Eighth Circuit ordered that the litigation would be held in abeyance until the SEC reconsiders or renews its defense of the Climate Rules, which seems very unlikely at this time. Therefore, the litigation remains paused, and will likely remain so for the foreseeable future. For more information, see our article, “Regulatory Climate Shift: Updates on the SEC Climate-Related Disclosure Rules.”

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Mergers and Acquisitions — Reviewing 2025 and Looking Ahead to 2026

Victor Goldfeld, Benjamin M. Roth, and Mark Stagliano are Partners at Wachtell, Lipton, Rosen & Katz. This post is based on a Wachtell memorandum by Mr. Goldfeld, Mr. Roth, Mr. Stagliano, Adam Emmerich, Jacob Kling, and David Lam.

In a year marked by not-insignificant change — geopolitical, economic, technological, regulatory and market — 2025 has been a year of much increased M&A activity, in the United States and around the world. M&A deal volume in the United States is on pace to reach approximately $2.3 trillion, up 49% from 2024, and global M&A deal volume is expected to increase by over 25%. Notably, the number of very large M&A deals in the U.S. this year — four $40 billion-plus deals year to date, up from zero such deals in 2024 — reflects a substantial increase in bolder transactions that may have been viewed as too risky in prior regulatory and market environments. Notwithstanding concerns around tariffs, inflation and ongoing global conflicts, the M&A market ends the year energized across numerous industries. With many deals, of all sizes, in the pipeline, we expect that 2025’s momentum will continue into 2026, even with a continued undercurrent of economic and political uncertainty. We review some key themes from 2025 and expectations of what may come in 2026.

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When a Whistleblower Complaint Becomes a Board-Level “Red Flag”

Jim Ducayet is a Partner and Barret V. Armbruster is a Senior Managing Associate at Sidley Austin LLP. This post is based on their Sidley memorandum, and is part of the Delaware law series; links to other posts in the series are available here.

In a recent Caremark decision, the Delaware Court of Chancery largely denied a motion to dismiss, holding that most of Regions Bank’s board purportedly ignored red flags raised in a whistleblower report concerning the bank’s unlawful overdraft practices — practices that later led to the company paying $191 million in penalties and remediation to the Consumer Financial Protection Bureau (CFPB). The court found a former in‑house lawyer’s draft complaint sent to the board was a true red flag, and it held that merely engaging outside counsel to investigate, without timely corrective action, does not automatically defeat an inference of bad faith at the pleadings stage. The opinion underscores that both documented, prompt board‑level escalation and timely corrective action are critical as to compliance risks that are central to the business.

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Weekly Roundup: December 12-18, 2025


More from:

This roundup contains a collection of the posts published on the Forum during the week of December 12-18, 2025

The Risk, Reward, and Asset Allocation of Nonprofit Endowment Funds


Speech by Commissioner Crenshaw on Investor Protection and Market Transparency


2026 SEC Exam Priorities and Implications for Investment Advisers and Investment Funds


Translating Climate Science Into Investment Decisions


Disclosure Standards Don’t Bend to Corporate Preferences


2026 Annual Report and Proxy Season: Proxy Voting Matters


Watch Out for the Watchdogs


Retaining the C-Suite After CEO Turnover


The ‘E‘ of ESG: Greenwashing Under the Spotlight – Recent Trends in the US


Too Much, Too Soon, for Too Long: The Hidden Cost of Competitive CEO Pay


Trump Issues Executive Order Targeting Proxy Advisors and Shareholder Proposals


Board Oversight Of AI-Driven Workforce Displacement


Recent Developments for Directors


Recent Developments for Directors

Julia ThompsonKeith Halverstam, and Jenna Cooper are Partners at Latham & Watkins LLP. This post is based on a Latham memorandum by Ms. Thompson, Mr. Halverstam, Ms. Cooper, Charles RuckRyan Maierson, and Joel Trotter.

SEC Permits Companies to Exclude Shareholder Proposals Without SEC Preclearance

In a significant change to how the SEC Staff handles requests to exclude Rule 14a-8 shareholder proposals, during the 2025–2026 proxy season companies will no longer need to seek Staff no-action relief before excluding a proposal, except for proposals excluded as improper under state law. Instead, companies need only notify the Staff and the proponent at least 80 days before filing definitive proxy materials that they intend to exclude a proposal. The Staff will not consider traditional no-action requests for proposals unless the company asserts the proposal is improper under state law. The Staff will provide an optional, written non-objection to companies that include in their notice an unqualified statement that they have a reasonable basis under Rule 14a-8 to exclude the proposal. Past adverse no-action responses are not binding and we believe that the greater flexibility given to companies this proxy season will promote a beneficial realignment of the entire Rule 14a-8 shareholder proposal practice. Responsible use of the SEC’s guidance will give companies a newfound ability to rely on the rule as written.

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