Rule 14a-8: Perhaps There’s Another Way

Posted by Sarah Wilson, Minerva Analytics, on
Wednesday, October 7, 2026
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Sarah Wilson is the Founder and CEO of Minerva Analytics.

One of the more surprising developments around the SEC’s proposed Rule 14a-8 rescission is that one of the rule’s arch critics is having second thoughts. The Heritage Foundation has been one of the most vocal critics of proxy advisers, ESG and “woke investment,” but now that its own remedy has turned against the agenda it was meant to serve, it seems distinctly unhappy with the SEC’s direction of travel.

Heritage’s own use of the rule explains the discomfort. Bowyer Research and Heritage’s American Investor Initiative report a roughly 50% rate of getting companies to concede ground through engagement on anti-ESG proposals, and a 100% rate of getting those proposals onto the ballot: access and negotiation, not votes won. Minerva Analytics’ Shareholder Proposal Voting Trends 2026 H1 briefing shows how little of that access converts into support: average shareholder backing for anti-ESG proposals in 2026 sat at around 1.7%, none passing, consistent with the prior two seasons.

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DOJ Provides New Roadmap for Corporate Fraud Enforcement

Posted by Alex Hastings, Sandra Moser, and Amanda Robinson, Morgan Lewis & Bockius LLP, on
Wednesday, October 7, 2026
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Alexander B. Hastings, Sandra Moser, Amanda B. Robinson are Partners at Morgan Lewis & Bockius LLP. This post is based on a Morgan Lewis memorandum by Mr. Hastings, Ms. Moser, Ms. Robinson, and Emily Ahdieh.

Key Takeaways

  • More transparency into enforcement decisions: DOJ’s National Fraud Enforcement Division has identified 10 factors that will receive significant weight, including management involvement, concealment, duration, financial harm, geographic scope, and impact on government programs, among others.
  • Corporate enforcement is becoming more centralized: The Fraud Division’s new Corporate Enforcement Section will coordinate corporate investigations and oversee compliance with corporate resolutions.
  • Early detection and disclosure are increasingly important: Increased use of technology, data analytics, and whistleblower incentives may allow DOJ to identify potential fraud earlier. Companies, particularly in healthcare, government contracting, tax, and trade, should ensure potential misconduct is identified and escalated quickly enough to assess remediation, cooperation, and voluntary disclosure options.

The US Department of Justice’s National Fraud Enforcement Division (Fraud Division) has issued a new directive detailing how its prosecutors will approach corporate investigations and enforcement actions across the division’s healthcare, government contracts, tax, and trade fraud priorities.

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Governing AI: Corporate Oversight and Shareholder Engagement

Posted by Subodh Mishra, ISS STOXX, on
Tuesday, October 6, 2026
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Subodh Mishra is the Global Head of Communications at ISS STOXX. This post is based on an ISS STOXX Research Institute paper by Joseph Hong, Associate with ISS STOXX Governance Specialty Research, at ISS-Corporate.

Different Approaches to AI Oversight

Growing corporate adoption of Artificial Intelligence (AI) has increased the importance of AI governance to both companies and shareholders. U.S. technology companies have been expanding their AI governance and disclosure frameworks. However, investor views on the adequacy of these practices continue to evolve, and AI-related shareholder proposals have increased over the past five years, despite a general decline in environmental and social proposals. Investors may well continue to engage on AI-related issues in the future, whether through proposals or other mechanisms.

Investment Stewardship in the AI Era is a publication series exploring the opportunities, risks, and responsibilities emerging from AI. Every edition focuses on a specific topic, offering concise analysis, proprietary insights, and practical observations for investors seeking to understand the opportunities and challenges ahead.

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Silicon Valley and S&P 100: A Comparison of 2026 Proxy Season Results

Posted by David Bell and Wendy Grasso, Fenwick & West LLP, on
Tuesday, October 6, 2026
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David A. Bell is a Partner and Co-Chair of Corporate Governance, and Wendy Grasso is a Corporate Governance Counsel at Fenwick & West LLP.

In the 2026 proxy season, all but one of the technology and life sciences companies included in the Fenwick Silicon Valley 150 List (SV 150) and all of the companies in Standard & Poor’s (S&P 100) held annual meetings. Generally, such annual meetings will, at a minimum, include voting with respect to the election of directors and ratification of the selection of the auditors of the company’s financial statements. They will also often include an advisory vote with respect to named executive officer compensation (say-on-pay).

Increasingly, annual meetings will also include voting on one or more of a variety of proposals that may have been put forth by the company’s board of directors or by a stockholder that has met the requirements of the company’s bylaws and applicable federal securities regulations.

This post summarizes key developments relating to stockholder voting at annual meetings in the 2026 proxy season among companies in the SV 150 and S&P 100. [1]

This year’s results also come against the backdrop of significant developments at the Securities and Exchange Commission (SEC) that could reshape stockholder proposals in 2027 and beyond, which we discuss at the end of this post.

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California SB 253: Five Emerging Priorities from CARB’s Industry Listening Sessions

Posted by Subodh Mishra, ISS STOXX, on
Monday, October 5, 2026
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Subodh Mishra is the Global Head of Communications at ISS STOXX. This is article is based on a ISS-Corporate report by Sara Derian, Associate Vice President; and Jessica Lobo, Senior Associate at ISS-Corporate.

Stakeholders generally supported CARB’s efforts to align with the GHG Protocol, provide flexible implementation pathways, and phase in Scope 3 requirements. At the same time, participants raised concerns about reporting burden, compliance complexity, and California-specific requirements.

Between August and September 2026, the California Air Resources Board (CARB) facilitated six industry-focused listening sessions to gather public feedback on the California Climate Corporate Data Accountability Act (SB 253). The sessions followed CARB’s earlier rulemaking workshops on SB 253 and SB 261 and included perspectives from reporting companies, trade associations, assurance providers, consultants, NGOs, investors, and other data users.

ISS-Corporate’s summaries of the prior workshops are available here: Workshop 1, Workshop 2, Workshop 3, Workshop 4, and Workshop 5.

Across the listening sessions, stakeholders generally supported CARB’s efforts to align with the Greenhouse Gas Protocol (GHG Protocol), provide flexible implementation pathways, and phase in Scope 3 requirements. Participants also raised concerns that certain elements of CARB’s proposal could increase reporting burden, create California-specific compliance challenges, or extend beyond existing GHG Protocol requirements.

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Exit After Exit: Venture Capital Involvement Post-IPO

Posted by Yifat Aran (University of Haifa), Brian Broughman (Vanderbilt University Law School), and Elizabeth Pollman (University of Pennsylvania Carey Law School), on
Monday, October 5, 2026
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Yifat Aran is Assistant Professor of Business Law at the University of Haifa Faculty of Law, Brian Broughman is Professor of Law at Vanderbilt University Law School, and Elizabeth Pollman is the Perry Golkin Professor of Law at the University of Pennsylvania Carey Law School. This post is based on their article, Exit After Exit, forthcoming in the Harvard Business Law Review.

The IPO is commonly understood as the end of venture capital’s (VC) role in corporate governance. As the conventional story goes, after a relatively short post-IPO lock-up, VCs sell their shares and give way to public-market institutions. Ownership disperses, the balance of control shifts, and the company enters a new phase of its life governed by public-market discipline. In our article, we show that this paradigm is inaccurate: VCs often remain important shareholders and governance participants for years after the IPO.

Descriptive Statistics and Findings

Drawing on a dataset of 844 U.S. venture-backed companies that completed IPOs between 2002 and 2020, we find sustained VC ownership and influence well beyond the lock-up period. A full financial exit by VCs often takes years rather than months. VCs retain an aggregate equity stake above 5% in the median dual-class firm for three years after the IPO and in the median single-class firm for four years. Even by year seven, roughly a quarter of single-class firms and 14% of dual-class firms still have aggregate VC ownership above that threshold.

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Shareholder Rights Under Pressure

Posted by Carine Smith Ihenacho, Snorre Gjerde, and Deena Elmeged, Norges Bank Investment Management, on
Monday, October 5, 2026
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Carine Smith Ihenacho is Chief Governance and Compliance Officer; Snorre Gjerde is Policy Lead and Deena Elmeged is Senior Investment Stewardship Manager at Norges Bank Investment Management. This post is based on their NBIM memorandum.

Our view

  • We are concerned that shareholder rights are weakening in many markets, putting investor confidence and long-term value creation at risk.
  • Robust shareholder rights underpin well-functioning public equity markets.
  • Protecting shareholder rights is a shared responsibility for regulators, stock exchanges, index providers, companies and investors.
  • We will step up our own engagements with markets participants on shareholder rights.

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Assessing Shareholder Vote Risks: An Overview of Four Key Challenges for Public Companies

Posted by Adam Riches, Glass, Lewis & Co., on
Sunday, October 4, 2026
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Adam Riches is a Vice President at Glass, Lewis & Co. This post is based on his Glass Lewis memorandum.

Key Takeaways

  • Companies have more information than ever about investor expectations, but synthesizing those inputs into timely voting-risk insight remains challenging.
  • Voting risk extends beyond failed proposals; meaningful opposition, declining support, and shareholder proposal momentum can all require board attention.
  • Effective investor engagement depends on knowing where to focus: which proposals may be exposed, which shareholders matter most, and what concerns may drive their votes.
  • Internal reporting on voting risk remains important before the annual meeting, after proxy season, and throughout the broader governance engagement cycle.

For public companies, the lead up to annual meetings are a key indicator of how well the board and management understand shareholder expectations before votes are cast. Useful insights can be gleaned from a wide variety of sources, including investor voting policies and vote disclosures, proxy advisor research, peer voting outcomes, direct engagement, shareholder proposal trends, and internal governance analysis. Despite having access to more information than ever, these inputs often sit across different teams, systems, advisors, and points in time.

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Statement by Commissioner Peirce on Proposed Amendments to the Custody Rules

Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on
Saturday, October 3, 2026
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Hester M. Peirce is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on her recent statement. The views expressed in this post are those of Commissioner Peirce and do not necessarily reflect those of the Securities and Exchange Commission or its staff.

Last summer, two friends goaded me into riding a roller coaster for the first time in decades. The terrifying sense of dread that gripped me as we whipped around the curves and dropped down irrationally steep hills on a ride that was totally out of my control made me think, of course, of investment advisers’ wild ride with crypto custody over the years.

Without clear rules about how and where crypto assets could be custodied and often without viable qualified custodians available,[1] investment advisers have been gritting their teeth and holding on for dear life hoping the regulatory roller coaster will soon end in workable custody rules. The Commission’s 2023 custody proposal, rather than offering some respite from the ride, threw these advisers for another loop: compliant crypto custody looked impossible under the proposal, and the accompanying release suggested that many advisers were already on the wrong side of the law [2]. The Commission today approved a proposal to amend the custody rules for registered investment advisers and regulated funds, which I hope foreshadows that a calm end to the regulatory roller coaster ride is imminent.

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Corporate Redomiciliation to Texas Continues Despite Proxy Advisor Scrutiny

Posted by Chris Brindisi and Ryan Peterson, Pay Governance LLC, on
Friday, October 2, 2026
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Chris Brindisi is a Partner and Ryan Peterson is a Consultant at Pay Governance LLC. This post is based on their Pay Governance memorandum.

KEY TAKEAWAYS

  • Redomiciliation to Texas was on the rise in 2026. Recent Texas legal reforms and business court infrastructure have made the state an attractive alternative to Delaware for corporate domiciles.
  • Proxy advisors remain skeptical of domicile moves to Texas. ISS and Glass Lewis have focused on concerns about loss of shareholder leverage, an untested legal framework, potential dilution of shareholder rights, and the lack of clear company-specific rationale when opposing proposals to move domicile to Texas.
  • Major institutional investors have been receptive to Texas redomiciliation. BlackRock, State Street, and Vanguard supported most of the proposals to redomicile in Texas during the 2026 proxy season.
  • Texas redomiciliation proposals have generally passed but not overwhelmingly. Approximately 80% of 2026 Texas redomiciliation proposals have passed to date despite proxy advisor opposition, with support levels varying meaningfully across companies.
  • Company-specific context matters. Outlier results suggest that domicile history, controlled company status, vote thresholds, and prior shareholder dissatisfaction—particularly around executive compensation—can impact outcomes.
  • Compensation committees should be prepared for heightened governance scrutiny following domicile moves outside of Delaware. Strong pay-for-performance alignment, clear disclosure, and credible governance messaging may become more consequential when a redomiciliation is viewed as enhancing board discretion and lessening shareholder remedies.

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