2026 Outlook for Corporate Citizenship and Philanthropy

Matteo Tonello is the Head of Benchmarking and Analytics at The Conference Board, Inc. This post is based on a report developed by The Conference Board and co-authored by Andrew Jones, Principal Researcher, US Governance & Sustainability Center at The Conference Board.

Drawing on a recent survey of 70 corporate citizenship leaders, this report examines how companies are adjusting citizenship and philanthropy budgets, priorities, partnerships, and capabilities amid an evolving economic, policy, and reputational landscape.

Trusted Insights for What’s Ahead

  • Corporate citizenship budgets enter 2026 largely stable, although 52% of leaders said they expect to allocate more resources toward volunteering, while a significant minority anticipate reductions in cash grantmaking and sponsorships.
  • Many companies are preparing for greater discipline around allocation and timing of citizenship grants and expenditures, as the new US 1% charitable deduction floor reinforces tighter portfolio management and more deliberate pacing of cash grants.
  • Thematic priorities are narrowing toward broadly shared, economically grounded needs— notably food security, affordability, housing, and digital inclusion—while issues carrying higher political or reputational exposure show the steepest pullbacks.
  • Nonprofit fragility is emerging as a material execution risk: only 15% of leaders described partners as very or somewhat stable, with most attributing fragility to federal funding cuts.
  • Delivering impact in 2026 is constrained by both internal and external pressures, as sustained expectations to demonstrate business value coincide with uncertainty around nonprofit capacity, political polarization, and media scrutiny.
  • AI adoption within citizenship teams remains early stage and exploratory (55% of respondents), with key priorities for 2026 focused on staff literacy, reporting and analysis automation, and building foundational readiness before extending AI into higher-impact or outward-facing applications.

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Delaware Supreme Court Reverses Invalidation Of Stockholder Agreement, Finding Belated Facial Challenge Was Barred by Laches

Mallory Tosch Hoggatt, Jeff Hoschander, and Alan Goudiss are Partners at A&O Shearman. This post is based on their A&O Shearman memorandum and is part of the Delaware law series; links to other posts in the series are available here.

On January 20, 2026, in an opinion authored by Justice Gary F. Traynor, the Delaware Supreme Court reversed a decision by the Delaware Court of Chancery that had invalidated certain provisions in a stockholder agreement between a financial institution (the “Company”) and its founder and controlling stockholder.  Moelis & Co. v. West Palm Beach Firefighters Pension Fund, No. 340, 2024 (Del. Jan. 20, 2026).  The Court held that plaintiff’s facial challenge to the validity of the stockholder agreement was barred by the equitable doctrine of laches because plaintiff filed the lawsuit nine years after the parties entered into the agreement.

As discussed in our prior post, Vice Chancellor J. Travis Laster had issued a decision invalidating a number of provisions of the stockholder agreement, including a series of rights afforded to the controlling stockholder, finding that the stockholder agreement impermissibly delegated to the controller authority over governance activities that, under the Delaware General Corporation Law (“DGCL”), were exclusively reserved for the board.  In so holding, the Court of Chancery concluded that the challenged provisions violated DGCL Section 141(a) and were therefore void.  In a separate opinion, the Court of Chancery had also rejected defendants’ assertions that plaintiff’s challenge was time-barred, holding that equitable defenses are not available to defeat claims of statutory invalidity, and, in the alternative, that because plaintiff challenged an ongoing statutory violation, plaintiff’s claim continued to accrue so long as the agreement was in effect.  See W. Palm Beach Firefighters Pension Fund v. Moelis & Co., 2024 WL 550750 (Del. Ch. Feb. 12, 2024).

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Comment Letter on Nasdaq’s Proposed Additional Initial Listing Criteria for Companies Primarily Operating in China

Emmanuel Tamrat is the Senior Research Analyst at the Council of Institutional Investors. This post is based on his CII letter to the SEC.

I write on behalf of the Council of Institutional Investors (CII), a nonprofit, nonpartisan association of U.S. public, corporate and union employee benefit funds, other employee benefit plans, state and local entities charged with investing public assets, and foundations and endowments with combined assets under management of approximately $5.2 trillion. Our member funds include major long-term shareowners with a duty to protect the retirement savings of millions of workers and their families, including public pension funds with more than fifteen million participants – true “Main Street” investors through their pension funds. Our associate members include non-U.S. asset owners with about $5.8 trillion in assets, and a range of asset managers with more than $74 trillion in assets under management.[1]

CII values the opportunity to respond to the SEC’s notice dated December 23, 2025, that it is instituting proceedings on whether to approve or disapprove Nasdaq’s proposed rule regarding the adoption of additional initial listing criteria for companies primarily operating in China.[2] Nasdaq submitted this proposal dated September 3, 2025, in which it seeks a minimum $25 million in proceeds from newly listed companies, along with two other changes concerning Chinese companies, for review by the Securities and Exchange Commission (SEC).

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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.

Boards and Committees Sharpen Focus on AI Oversight

AI has become a regular boardroom topic as its applications proliferate and its evolving capabilities pervade daily life. Boards are formalizing AI oversight and signaling that AI is integral to long-term strategy. Nearly half of Fortune 100 company boards have delegated AI oversight to a specific committee, such as the audit or governance committee. Committee responsibilities for AI oversight include the review of AI strategy, deployment, and risks. Boards face a fundamental question of who will own AI governance and the risks and opportunities it poses for the enterprise. Boards are tasking specific directors with oversight of AI-related matters and adding directors with AI expertise to facilitate board-level monitoring and oversight. READ MORE »

Artificial Intelligence in the Boardroom

Beena Ammanath is an Executive Director at Deloitte. This post is based on her Deloitte memorandum.

Artificial intelligence (AI) types and applications are proliferating across industries, from machine learning and Generative AI to agentic systems and physical AI. While the use cases have grown, so, too, have the risks AI creates. For boards, the AI era has exposed new challenges in governance and risk management. Most boards (72%) report having one or more committees responsible for risk oversight, and more than 80% have one or more risk management experts, according to a Deloitte survey. For all the attention and investment in managing other kinds of business risk, AI demands the same treatment.

AI security risks can compromise sensitive data, biased outputs can raise compliance problems, and irresponsible deployment of AI systems can have crosscutting ramifications for the enterprise, consumers, and society at large. Given the impact, boards can serve a vital role in helping the organization address AI risks.

Here are five things board members can do to prepare for the future with AI.

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Succession Planning in Private Equity: A Strategic Imperative for GPs and LPs

Emily Taylor and Heather Hammond are Consultants, and Courtney Byrne is an Associate at Russell Reynolds Associates. This post is based on their Russell Reynolds memorandum.

Private equity (PE) has expanded to an unprecedented scale, with industry assets under management exceeding $15.5 trillion and global buyout firms holding $1.2 trillion in dry powder.[1] Yet despite this growth, complexity, and institutional scrutiny, leadership models have remained largely unchanged, and general partner (GP) turnover remains exceptionally low.

Academic research indicates that only around 6% of GP leaders transition over a five-year period, vs. turnover rates above 50% over comparable horizons for public company CEOs.[2] What was once viewed as a marker of stability is increasingly revealing a different risk: the concentration of authority, economics, and client relationships in a small number of people, amplifying key-person risk.

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Delaware Supreme Court Affirms D&O Coverage

Anthony B. Crawford is Chair of the Insurance Coverage Law Practice at Olshan Frome Wolosky LLP. This post is based on his Olshan memorandum and is part of the Delaware law series; links to other posts in the series are available here.

On January 27, 2026, the Delaware Supreme Court affirmed coverage for Harman International Industries, Inc. (“Harman”) in a $28 million federal securities class action settlement. The court held that the D&O policies’ “bump‑up” provision did not apply to exclude the settlement, even though the underlying Section 14(a) claim alleged inadequate deal consideration in connection with a merger. Harman was acquired by Samsung in a reverse triangular merger.[1] Following the closing, a federal securities class action (the “Baum Action”) was filed alleging violations of Section 14(a) due to allegedly misleading proxy disclosures. The complaint alleged that the management projections used to support the board’s recommendation understated Harman’s standalone strategy and value, thereby depriving stockholders of a fully informed vote and full and fair value. The parties reached a $28 million settlement. Harman tendered the settlement to its D&O carriers, who denied coverage under the policies’ “bump‑up” provision. READ MORE »

Weekly Roundup: February 13-19, 2026


More from:

This roundup contains a collection of the posts published on the Forum during the week of February 13-19, 2026

CEO and C-Suite ESG Priorities for 2026


A Proxy Odyssey: What Will 2030 U.S. Proxy Season Look Like?


The Art of Indemnifying Attorneys’ Fees for M&A Disputes


US Proxy-Voting Trends: 2025 in Review


Preparing for the 2026 Annual Reporting and Proxy Season


2016 vs 2026: Lessons from a Decade of Corporate Climate Action


2025 Activism Retrospective


Remarks by Chair Atkins on Revitalizing U.S. Capital Markets and State Competition in Corporate Law


SEC Investment Management Director Questions ‘Vote-All’ Proxy Practices and Adviser Reliance on Proxy Advisors


Practicing Law in a Lawless Time


How Boards Can Lead in a World Remade by AI


How Boards Can Lead in a World Remade by AI

Lee Henderson is the Center for Board Matters Leader, and Jamie Smith is the Center for Board Matters Investor Outreach and Corporate Governance Director at EY. This post is based on their EY memorandum.

In brief

  • AI’s impacts on strategy, talent, and risk make it essential for boards to adapt their oversight approaches.
  • The board’s guidance is key to helping companies harness AI for growth, maintain needed skills, and drive accountability for AI’s uses and outputs.
  • Leading boards can fulfill this responsibility by adopting new ways to engage with management, embed AI into oversight, and keep current with AI developments.

Picture this: You’ve just opened your favorite news site to catch up on today’s hot topics. You’re pleased to see a feature article suggesting that your company’s new AI-powered services have poised it for rapid growth. However, you’re taken aback by a headline about another company’s corporate scandal involving the failure to check inaccurate AI-generated information. There’s also an editorial voicing concerns that AI could lead to mass unemployment—a sore spot for you, since the board you sit on has just reviewed a management proposal to cut more than a third of the junior workforce “because now we can do it with AI.”

Events like these are emblematic of how AI is driving significant change on many fronts. Below, we explore three shifts that boards should consider—and how these shifts require directors to challenge old assumptions about how they engage with management, with each other, and with the world around them.

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Practicing Law in a Lawless Time

Leo E. Strine, Jr. is the Michael L. Wachter Distinguished Fellow in Law and Policy at the University of Pennsylvania Carey Law School. This post is based on his recent paper.

There have been many periods in our nation’s history where serious and legitimate questions were raised about the effectiveness and integrity not only of corporate governance practices, but about the corporate bar itself, such as during the financial crisis.  With power and influence come corresponding responsibility.  At the turn of the 19th into the 20th century, figures like Elihu Root and Louis Brandeis advocated for corporate lawyers to counsel America’s burgeoning large corporations to conduct themselves in a law-abiding manner.  In the wake of the market-shaking frauds associated with the savings and loan crisis in the 1980s and companies like Enron and Worldcom around the turn of this century, the legal profession came under close scrutiny again.  The same was true when it came to light that law firms had helped tobacco and other companies develop approaches to shield the harmful impact of their products from public disclosure.

But this moment is different for a fundamental and disturbing reason.  In prior moments, the assumption was that those charged with enforcing the law in an even-handed manner were committed to doing so in good faith.  The questions in prior moments were whether corporations and their legal advisors were taking advantage of the inevitable inability of regulators to catch every violation or to update regulations rapidly enough to address new innovations in areas like finance that hazarded fraud and financial failure.  That is, it could mostly be taken for granted that the government, regardless of which party was in charge, would in the large main be true to the enacted laws of the nation and apply them in a fair, non- retributive, non-discriminatory way. READ MORE »

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