Recent Developments for Directors

Posted by Julia A. Thompson, Charles K. Ruck, and Joel H. Trotter, Latham & Watkins LLP, on
Sunday, September 13, 2026
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Julia A. Thompson, Charles K. Ruck, and Joel H. Trotter are Partners at Latham & Watkins LLP. This post is based on a Latham memorandum by Ms. Thompson, Mr. Ruck, Mr. Trotter, Jenna B. Cooper, Keith L. Halverstam, and Ryan J. Maierson, all at Latham.

SEC Proposes Semiannual Reporting, Broad Regulatory Relief for Compliance and Registered Offerings

Sweeping proposals from the US Securities and Exchange Commission would revamp public company reporting and streamline access to public capital markets. The proposals could become effective as early as 2027 or, more likely, 2028.

Companies would be free to choose each year to use one of several methods of reporting their interim financial results. They could switch to semiannual reporting on a newly created Form 10‑S, or they could maintain a quarterly reporting cadence either by filing traditional Form 10‑Q reports or by combining quarterly earnings releases with a semiannual Form 10‑S filing. The SEC’s proposal introduces flexibility and promotes private ordering, although companies will need to weigh the benefits of that flexibility against the implications of departing from established quarterly reporting conventions.

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Remarks by Chairman Atkins on Artificial Intelligence and Reforming Regulation NMS

Posted by Paul Atkins, U.S. Securities and Exchange Commission, on
Saturday, September 12, 2026
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Paul S. Atkins is the Chairman of the U.S. Securities and Exchange Commission. This post is based on his recent remarks. The views expressed in the post are those of Chairman Atkins and do not necessarily reflect those of the Securities and Exchange Commission or its staff.

Good morning, ladies and gentlemen. I regret that contemporaneous business out of town keeps me from joining you in person today, but I would be remiss not to briefly address this group—albeit pre-recorded—and to thank you for your spirited service on behalf of American investors. I am grateful, as ever, for the thoughtfulness with which you consider the key opportunities and challenges facing them today.

Before I continue, I must note the customary disclaimer that the views I express here today are my own as Chairman and do not necessarily reflect those of the SEC as an institution or of my fellow Commissioners.

To begin, your first panel will focus on a technological frontier that holds great promise, but can also provoke real questions and concerns. To that end, the perspectives of this Committee and today’s panel participants on the burgeoning influence of Artificial Intelligence—and its possible role in corporate disclosures—are important to the Commission.

Now, while AI may help alleviate certain analytical burdens in distilling information in SEC filings, some may infer from this that the Commission has latitude to depart from its longstanding principle of materiality when prescribing disclosure requirements. I, for one, do not share that view.

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SEC Proposes Regulation Crypto Assets: A Tailored Offering Framework for Crypto Investment Contracts

Posted by Jason Daniel, Mike Asaro, and Jack Murphy, Akin Gump Strauss Hauer & Feld LLP, on
Friday, September 11, 2026
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Jason Daniel and Mike Asaro are Partners and Jack Murphy is a Senior Counsel at Akin Gump Strauss Hauer & Feld LLP. This post is based on an Akin Gump memorandum by Mr. Daniel, Mr. Asaro, Mr. Murphy, John Clayton, Peter Altman, and Shar Ahmed, all at Akin Gump.

The Securities and Exchange Commission (SEC) has proposed the first registration-exempt offering pathway designed specifically for crypto assets. On August 18, 2026, the SEC proposed Regulation Crypto Assets, which would create a tailored securities offering regime for certain investment contracts involving crypto assets (covered investment contracts). The proposal represents the SEC’s first crypto-specific offering framework, signaling the SEC’s intent to establish a structured exemptive regime through rulemaking even as Congress continues to debate comprehensive digital asset legislation.

The proposed rules include two exemptions from registration under the Securities Act of 1933, as amended (Securities Act), a conditional safe harbor from “investment contract” classification, and preemption of state securities law registration requirements. The non-exclusive nature of the Regulation Crypto Assets exemptions means issuers can combine multiple regulatory pathways to avoid traditional registration. The public comment period will remain open for 60 days following publication of the proposing release in the Federal Register.

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Weekly Roundup: September 4-10, 2026

Posted by the Harvard Law School Forum on Corporate Governance, on
Friday, September 11, 2026

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This roundup contains a collection of the posts published on the Forum during the week of September 4-10, 2026

2026 Proxy Season: Trending Proposal Topics

Posted by Zally Ahmadi, D.F. King, on Friday, September 4, 2026
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SEC Comment Letter Review Signals Investor Support for Preserving Executive Compensation and Governance Disclosure Requirements

Posted by Mike Kesner and Annie Chen, Pay Governance LLC, on Saturday, September 5, 2026
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Boeing Decision Appears to Narrow Potential Caremark Liability for Directors and Officers

Posted by Gail Weinstein, Philip Richter, and Steve Epstein, Fried, Frank, Harris, Shriver & Jacobson LLP, on Sunday, September 6, 2026
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SEC Issues New Guidance Clarifying Ability of Schedule 13G Filers to Engage with Other Investors and Issuers

Posted by Andrew Freedman, Kenneth S. Mantel, and Andrew J. Astore, Olshan Frome Wolosky LLP, on Monday, September 7, 2026
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DOJ Withdraws 1987 ISS Business Review Letter, Thereby Signaling Continued Proxy-Advisor Scrutiny

Posted by Megan Gerking, Joe Folio, and Natalie George, Morrison & Foerster LLP, on Tuesday, September 8, 2026
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Measuring Board Fit — Evidence from Elliott’s Campaign at Norwegian Cruise Line

Posted by Mark R. DesJardine (Tuck School of Business) and Marc J. Mertens (Copenhagen Business School), on Tuesday, September 8, 2026
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2026 Proxy Season: Trends in Investor Behavior & Noteworthy Developments

Posted by Zally Ahmadi, D.F. King, on Tuesday, September 8, 2026
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Chancery Dismisses Claims Financial Advisor Steered Deal to a Favored Bidder—Envestnet

Posted by Gail Weinstein, Philip Richter, and Steve Epstein, Fried, Frank, Harris, Shriver & Jacobson LLP, on Wednesday, September 9, 2026
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The Market for ESG Ratings

Posted by Ehsan Azarmsa (University of Illinois Chicago) and Joel Shapiro (University of Oxford), on Wednesday, September 9, 2026
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SEC Proposes Rescission of Investment Adviser Pay-to-Play Rule

Posted by Ki P. Hong, Charles M. Ricciardelli, and Tyler Rosen, Skadden, Arps, Slate, Meagher & Flom LLP, on Wednesday, September 9, 2026
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SEC Announces Dedicated Financial Reporting and Accounting Unit: Implications for Audit Committees, Boards and Public Companies

Posted by Anita B. Bandy, Andrew M. Lawrence, and Katherine S. Correia, Skadden, Arps, Slate, Meagher & Flom LLP, on Thursday, September 10, 2026
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Private Equity and Pay Gaps Inside the Firm

Posted by Lily Fang (INSEAD), Jim Goldman (McGill University) and Alexandra Roulet (INSEAD and CEPR), on Thursday, September 10, 2026
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Individual Investors Filing Shareholder Resolutions Have Had A Significant and Impactful Role in Encouraging Good Corporate Governance

Posted by Timothy Smith, ICCR, on Thursday, September 10, 2026
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Individual Investors Filing Shareholder Resolutions Have Had A Significant and Impactful Role in Encouraging Good Corporate Governance

Posted by Timothy Smith, ICCR, on
Thursday, September 10, 2026
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Timothy Smith is the Senior Policy Advisor at the Interfaith Center on Corporate Responsibility (ICCR). This post is based on his ICCR memorandum.

There has been considerable attention to the shareholder resolution process in the last months. Institutional investors, religious investors, pension funds, have all been speaking out about protecting the right of shareholders to engage companies by filing resolutions. Yet the role and the impact of the small individual investor has been underplayed. In fact, two individual investors have had a significant impact on the policies and practices of governance in corporate America. They are John Chevedden and James McRitchie. They have filed thousands of resolutions with companies engaging them to improve their governance practices. And many institutional investors vote for these reforms, whether they are sponsored by an individual shareholder or by a widely known institutional investor. Some proposed governance reforms have become established practices embraced by many businesses, while others are still controversial items open for debate. We do not argue that every proposed reform presented to a company is necessary and wise governance for that company. But they do deserve thoughtful scrutiny and consideration.

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Private Equity and Pay Gaps Inside the Firm

Posted by Lily Fang (INSEAD), Jim Goldman (McGill University) and Alexandra Roulet (INSEAD and CEPR), on
Thursday, September 10, 2026
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Lily Fang is a Professor at INSEAD, Jim Goldman is an Associate Professor at McGill University, and Alexandra Roulet is an Associate Professor at INSEAD and a CEPR Research Fellow. This post is based on their recent article, forthcoming in the Journal of Finance.

Private equity has become an increasingly important form of corporate ownership around the world, yet it remains controversial. Labor concerns, in particular, are often at the forefront of the policy and public discussions about their investments. In our paper, lead article in the August 2026 issue of the Journal of Finance, we ask a question that this debate has largely left aside: what happens to the distribution of pay inside a company after it is bought out?

Theory offers competing answers. Post-buyout investment in technology may complement high-skilled workers while substituting for low-skilled ones, widening pay gaps. Alternatively, in the pursuit of efficiency, target firms may part with expensive employees and replace them with cheaper hires, compressing the pay distribution. Which force dominates is an empirical matter.

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SEC Announces Dedicated Financial Reporting and Accounting Unit: Implications for Audit Committees, Boards and Public Companies

Posted by Anita B. Bandy, Andrew M. Lawrence, and Katherine S. Correia, Skadden, Arps, Slate, Meagher & Flom LLP, on
Thursday, September 10, 2026
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Anita B. Bandy and Andrew M. Lawrence are Partners and Katherine S. Correia is an Associate at Skadden, Arps, Slate, Meagher & Flom LLP. This post is based on their Skadden memorandum.

Executive Summary

  • What’s new: The SEC announced the creation of a dedicated Financial Reporting and Accounting Unit within its Division of Enforcement. The unit consolidates nationwide resources and expertise previously dispersed across regional offices to investigate and bring enforcement actions related to public company accounting and financial reporting.
  • Why it matters: Accounting and financial reporting cases are central to the SEC’s enforcement mission and among the most complex cases the agency pursues. The creation of a dedicated unit with consolidated resources and specialized expertise signals an intent to accelerate investigations and enforcement actions focused on public company accounting, financial reporting and disclosures, and internal controls over these functions.
  • What to do next: Companies will want to ensure they have robust internal accounting and disclosure controls — including policies and procedures governing non-GAAP and guidance reporting that are not subject to audit testing — and assess materiality from both quantitative and qualitative perspectives.

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SEC Proposes Rescission of Investment Adviser Pay-to-Play Rule

Posted by Ki P. Hong, Charles M. Ricciardelli, and Tyler Rosen, Skadden, Arps, Slate, Meagher & Flom LLP, on
Wednesday, September 9, 2026
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Ki P. Hong, Charles M. Ricciardelli, and Tyler Rosen are Partners at Skadden, Arps, Slate, Meagher & Flom LLP. This post is based on their Skadden memorandum.

Executive Summary

  • What’s new: The SEC announced a proposal to rescind Rule 206(4)-5 under the Investment Advisers Act in its entirety, including its prohibition on certain political contributions and its restrictions on the use of certain placement agents to solicit state and local government investors.
  • Why it matters: The proposal is likely to be of particular interest to investment advisers, who have been subject to the rule’s “de facto” strict-liability standard, including an automatic two-year compensation ban even for small-dollar contributions that are often inadvertent foot-faults.
  • What to do next: Public comments may be submitted now and will be due 60 days after the proposal is published in the Federal Register.

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The Market for ESG Ratings

Posted by Ehsan Azarmsa (University of Illinois Chicago) and Joel Shapiro (University of Oxford), on
Wednesday, September 9, 2026
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Ehsan Azarmsa is an Assistant Professor at the University of Illinois Chicago (UIC) College of Business Administration and Joel Shapiro is a Professor at the University of Oxford Saïd Business School. This post is based on their recent article, forthcoming in the Journal of Finance.

ESG ratings have become an important input into investment decisions. With the advances of sustainable investment, a large industry has developed to collect, analyze, and sell information about firms’ environmental, social, and governance performance. At the same time, ESG ratings have attracted considerable criticism. Ratings from different providers often disagree, raising concerns among investors, regulators, and academics about their accuracy and usefulness.

One common response is to compare ESG ratings with credit ratings, but credit ratings ultimately assess one dimension: credit risk. ESG ratings cover a wide range of potentially unrelated categories. Environmental performance can include climate change, biodiversity loss, and pollution; social performance can include human capital, product liability, and stakeholder relations; and each of these categories contains further subcategories. An ESG rating provider therefore faces a basic choice about where to devote its resources. It can specialize in a narrower set of categories, or it can generalize and spread its effort across many of them.

In our paper, The Market for ESG Ratings (Journal of Finance, 2026) we study how competition among ESG rating providers affects this choice. Our main finding is that competition can lead rating providers to become generalists even when specialization would produce more information. This distortion is most likely to arise when investors care very strongly about ESG performance.

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Chancery Dismisses Claims Financial Advisor Steered Deal to a Favored Bidder—Envestnet

Posted by Gail Weinstein, Philip Richter, and Steve Epstein, Fried, Frank, Harris, Shriver & Jacobson LLP, on
Wednesday, September 9, 2026
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Gail Weinstein is a Senior Counsel, Philip Richter is a Partner and Co-Head of the M&A and Private Equity Practice, and Steven Epstein is the Managing Partner at Fried, Frank, Harris, Shriver & Jacobson LLP. This post is based on a Fried Frank memorandum by Ms. Weinstein, Mr. Richter, Mr. Epstein, Roy Tannenbaum, Adam Cohen, and Colum Weiden, all at Fried Frank, and is part of the Delaware Law Series; links to other posts in the series are available here.

In Berger v. Fox (“Envestnet”) (July 21, 2026), the Delaware Court of Chancery dismissed a suit challenging the $4.5 billion stockholder-approved take-private merger (the “Merger”) of Envestnet, Inc. (the “Company”) with affiliates of a private equity firm (the “Buyer”). The Plaintiffs claimed that the Company’s directors breached their fiduciary duties by (i) engaging a financial advisor (the “Financial Advisor”) that they knew was conflicted due to its extensive business relationships with the Buyer, and (ii) then permitting the Financial Advisor to steer the sale to the Buyer and away from two higher, unsolicited competing bids. They also claimed that the Financial Advisor aided and abetted the directors’ breaches. The Merger price was near the bottom of the Financial Advisor’s discounted cash flow valuation range for the Company and represented a 4.8% discount to the 52-week share price high.

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