Victoria Tellez is the Research Director at FCLTGlobal. This post is based on her FCLTGlobal memorandum.
2025 was a record year for shareholder activism. Over 255 campaigns were launched globally in the most prolific year to date. Activity in the United States was up 28 percent year over year; Japan reached its own record with 56 new campaigns.
Matteo Tonello is the Head of Data Benchmarking and Analytics at The Conference Board, Inc. This post is based on a report developed by The Conference Board in partnership with ESGAUGE, Russell Reynolds Associates, and Rutgers Law School’s Center for Corporate Law and Governance, and authored by Ariane Marchis-Mouren, Senior Researcher, Corporate Governance and Keil Lapore, Program Manager, Corporate Governance at The Conference Board.
The 2026 proxy season was shaped less by volume than by procedural change. Proposal filings continued to decline, the number of activism campaigns fell sharply, and say-on-pay support improved—even as boards faced heightened legal complexity, more fragmented voting influence, and a regulatory environment in flux. This report reviews shareholder voting trends from the first half of the year and considers implications for offseason preparation heading into 2027.
Hillary Flynn is the Director, Drew Morales is the Associate Director, and Courtney Hugger is an Associate of the Private Investments Value Creation team at Wellington Management. This post is based on a publication by Wellington Management’s Private Investments Value Creation Team in collaboration with its Public Markets ESG Team, and authored by Ms. Flynn, Mr. Morales, Ms. Hugger, and Caroline Conway, all at Wellington Management.
Artificial intelligence has moved rapidly from experimentation to deployment. For fast-growing private companies, the opportunity is substantial: AI can improve productivity, enhance customer experience, accelerate decision-making, and help teams scale without adding commensurate headcount. AI tools are also now increasingly embedded in core business processes and capable of taking actions with limited human involvement.
Notably, nearly three in four companies plan to deploy agentic AI within two years despite only one in five having a mature governance model for autonomous agents.[1]
This gap creates risk. Companies that move quickly without appropriate oversight may expose themselves to operational, legal, cybersecurity, customer, and reputational challenges. We believe it is critical for companies to adopt best practices that create the confidence and discipline required to safely deploy AI across their businesses.
This roundup contains a collection of the posts published on the Forum during the week of August 14-20, 2026
Paul Hodgson is a Senior Contributor, Governance & Sustainability Center, and Andrew Jones is a Principal Researcher, Governance & Sustainability Center, at The Conference Board, Inc. This post is based on a report developed by The Conference Board in partnership with ESGAUGE, FW Cook, and Ropes & Gray and co-authored by Mr. Hodgson and Mr. Jones.
This report examines how US public companies use financial and nonfinancial performance metrics in executive incentive plans, including where they appear, how heavily they are weighted, and what they signal about changing board priorities. Across short-term incentive (STI) and long-term incentive (LTI) plans in the Russell 3000 and S&P 500, the data point to greater selectivity in nonfinancial measures rather than a broad retreat from them.
David Livshiz and Tim Harkness are both Partners and Co-Heads of US Commercial Litigation, and Beth George is the Head of US Litigation, Arbitration and Global Investigations at Freshfields US LLP. This post is based on a Freshfields memorandum by Mr. Livshiz, Mr. Harkness, Ms. George, Melissa Hodgman, Christian Vandergeest, and Maria Slobodchikova, all at Freshfields US LLP.
Until the end of June, multinational companies faced a significant litigation risk: suits in U.S. federal courts alleging that they aided-and-abetted human rights abuses committed by foreign governments—even when the alleged conduct occurred entirely overseas—under the Alien Tort Statute (ATS) and the Torture Victim Protection Act (TVPA). These cases are costly to defend and can drag on for years, regardless of their merits.
The U.S. Supreme Court has now largely closed that door. In Cisco Systems, Inc. v. Doe I, 609 U.S. __ (June 23, 2026), the Court held that federal courts have no authority to create new private causes of action under the ATS, and that the TVPA does not extend to aiding-and-abetting claims. The decision significantly curtails the ability of plaintiffs to pursue human rights claims in U.S. courts against corporations—including U.S. companies—whose products or services allegedly facilitated international law abuses by foreign governments or other actors.
For companies operating in regions prone to terrorism and armed conflict, the ruling provides greater legal certainty, reducing the risk that their commercial activities in high-risk jurisdictions will expose them to open-ended ATS litigation in U.S. courts.
Daisy Laska and Stephanie Lane are Consultants and Ted Simmons is a Managing Director at FW Cook. This post is based on their FW Cook memorandum.
FW Cook’s 2026 Director Compensation Report examines non-employee director pay and program design at 300 U.S. public companies. Approximately 92% of companies also appeared in the 2025 study, supporting reliable year-over-year comparisons.
Craig Waldman is a Co-Chair of the Antitrust & Competition Law practice and Chair of the Tech practice, Randi Lesnick is a Co-Chair of the Corporate practice, and Ferrell Keel is a Partner at Jones Day. This post is based on a Jones Day memorandum by Mr. Waldman, Ms. Lesnick, Ms. Keel, Andrew Levine, and Mark Rasmussen, all at Jones Day.
The DOJ has withdrawn the 1987 BRL issued to ISS, the largest U.S. proxy advisor. The withdrawal follows state-level efforts to regulate the proxy advisory industry, a November 2025 antitrust lawsuit by the Florida Attorney General, and President Trump’s December 2025 executive order on proxy advisory firms.
Sarah Abrams is the Executive Vice President at The OakBridge Team and the Co-author of The D&O Diary.
The growing movement of public companies to reincorporate outside Delaware has transformed a policy debate into an increasingly significant source of corporate governance litigation. As companies have explored domiciles such as Nevada and Texas, Delaware has responded with legislative reforms, including Senate Bill 21 (“SB 21”), and judicial decisions that seek to clarify the standards governing these transactions.[1]
Against this backdrop, the recently amended complaint challenging Dropbox, Inc.’s reincorporation to Nevada raises important questions regarding the circumstances under which a reincorporation may be challenged as a breach of fiduciary duty.
Robert DeNault is the Head of Enforcement at Kalshi, and Daniel Taylor is the Arthur Andersen Professor of Accounting at The Wharton School and Director of the Wharton Forensic Analytics Lab at the University of Pennsylvania.
It feels like prediction markets are everywhere these days. As prediction markets expand and trading volumes continue to rise, the industry’s long-term success depends on both established players and new entrants adopting rigorous market surveillance systems. And, over the course of the last year, it has become clear that although many principles from equity-market surveillance are applicable, prediction markets have several distinctive features that must be accounted for to ensure any surveillance system operates effectively.
