2026 Annual Corporate Directors Survey: Governing What’s Next

Ray Garcia is a Partner, Paul DeNicola is a Principal, and Ariel Smilowitz is a Director at PricewaterhouseCoopers LLP. This post is based on their PwC memorandum.

Key takeaways:

  • Boards recognize growing capability gaps, but recruitment priorities still favor cultural fit. Among directors who believe a colleague should be replaced, 39% cite insufficient expertise, up from 21% last year. Yet just 27% rate specialized expertise as very important when evaluating new directors, compared with 81% for alignment with the board’s culture and ways of working. The gap is especially relevant as boards face rapidly changing capability needs, including AI.
  • Core board processes are not consistently delivering the candor and information directors need. Nearly three-quarters (73%) say board assessments could be improved, almost half (49%) say they are not sufficiently candid, and 82% see opportunities to improve board materials. The findings point to a need for more honest evaluation, sharper information, and stronger follow-through.
  • Directors see substantial room to strengthen strategy oversight. More than four in five (81%) say their boards can challenge management more effectively on strategy. Directors point to clearer metrics, alternative strategic options and trade-offs, scenario analysis, and peer benchmarking as ways to deepen that challenge and build greater confidence in strategic decisions.

READ MORE »

Treasury Proposes Outbound Investment Regulations Under the COINS Act

Sam Kleiner and Keith Shomig are Partners and Quinn Dang is an Of Counsel at Paul Hastings LLP. This post is based on their Paul Hastings memorandum.

On October 22, 2026, the U.S. Department of the Treasury (Treasury) released a notice of proposed rulemaking (the Proposed Rule) to implement the Comprehensive Outbound Investment National Security Act of 2025 (the COINS Act), together with a Fact Sheet and FAQs.[1] The Proposed Rule effectively builds on the Outbound Investment Security Program (the Existing Rule), which prohibits U.S. persons from making certain technology related investments with respect to China. In particular, the Proposed Rule would expand the program’s technological and geographic scope. Secretary of the Treasury Scott Bessent stated that the Proposed Rule “would strengthen the existing Outbound Investment Security Program to prevent our adversaries from using U.S. investment to develop critical technologies that threaten U.S. national security.”[2] Comments are due December 7, 2026, and the Existing Rule remains in effect until a final rule takes effect.[3]

The most notable aspects of the Proposed Rule are with respect to artificial intelligence (AI) and biotechnology. The Existing Rule treats certain investments in AI as prohibited and others as subject to notification. The Proposed Rule would eliminate the notification category, effectively prohibiting all covered investments (i.e., those involving covered foreign persons) in companies that develop AI systems. The Proposed Rule would also add biotechnology as a prohibited sector, even though the COINS Act does not name that sector.

In this client alert, we discuss the key provisions of the Proposed Rule and offer important takeaways for multinational companies and investors.

READ MORE »

Shareholder Engagement: State of Play — Key Takeaways From Recent Panel

Merel Spierings is Vice President, Programming & Content, at the Society for Corporate Governance, and Shaun Mathew and Sophia Hudson are Partners at Kirkland & Ellis LLP. This post is based on a Society for Corporate Governance and Kirkland & Ellis panel discussion by Ms. Spierings, Mr. Mathew, Ms. Hudson, Randi Morrison, General Counsel and Chief Knowledge Officer, and Mannat Mehta, Manager, Programming & Content, both at the Society for Corporate Governance.

The Society for Corporate Governance, in collaboration with Kirkland & Ellis LLP, convened a hybrid panel discussion on Shareholder Engagement: State of Play on September 17, 2026. The discussion highlighted, among other things, that uncertainty around the future of the shareholder proposal process, together with greater fragmentation in voting and investor perspectives—both within major institutional investors and across the broader shareholder base—makes it more important than ever for companies to know their shareholders, understand the different considerations that drive their investment and voting decisions, and identify and cultivate relationships with investors who understand and support the company’s strategy and can serve as credible advocates when needed.

Below are the key takeaways from the session.

READ MORE »

Does Company Culture Deserve a Seat at the Deal Table?

Lucy Carruthers is a Senior Associate, Severin Pretzel is a Principal Associate, and Laura Llangozi is a Senior Knowledge Lawyer at Freshfields Bruckhaus Deringer LLP. This post is based on a Freshfields memorandum by Ms. Carruthers, Mr. Severin, Ms. Llangozi, and Tuna Tanik.

The global M&A landscape is becoming more complex, with both buyers and sellers operating in less stable and more dynamic business environment. 

Modern M&A requires boards to consider transactions holistically, taking into account the value case not only from a pricing perspective but also from a cultural, operational and reputational perspective. Unlocking the full potential of a transaction relies just as much on bringing people together as it does on financial modeling and rigorous contract review. 

Today, there is a clear shift underway: deal teams are increasingly assessing organisational culture, complementing traditional diligence processes with deliberate, structured insights into key management and how teams collaborate.

By taking a proactive approach to cultural integration early in the deal lifecycle, buyers are better positioned to protect value, accelerate integration, and build a unified platform for growth, whereas sellers are better positioned to negotiate transitional arrangements, negotiate appropriate management incentivization structures and take steps to protect deal certainty.

READ MORE »

Proposed SEC Rule on Rescinding Shareholder Proposal Rule 14a-8: A Comment from the National Association of Manufacturers

Ted Allen is a Senior Director and Jake Kuhns is a Vice President at National Association of Manufacturers. This post is based on a comment letter by the National Association of Manufacturers submitted to the U.S. Securities and Exchange Commission regarding the proposed rescission of Rule 14a-8 governing shareholder proposals and amendments to Rule 14a-4.

This post is based on a comment letter submitted to the SEC regarding the SEC’s proposal on Rescinding Shareholder Proposal Rule 14a-8, by the National Association of Manufacturers. Below is the text of the letter with minor adjustments to eliminate the correspondence-related parts.

On behalf of the 13 million people who make things in America, the National Association of Manufacturers (“NAM”) is writing in response to the Commission’s proposed rescission of Rule 14a-8 to offer suggestions to facilitate a smoother transition to state oversight of shareholder proposals.

As the largest manufacturing association in the U.S., the NAM’s membership includes businesses of all sizes, across all industrial sectors, and in all 50 states. Manufacturers collectively contribute $2.94 trillion to the U.S. economy, and right sized, commonsense governance laws and regulations are critical to sustaining the manufacturing strength that underpins our nation’s prosperity.

READ MORE »

SEC Sets 2027 Exam Priorities with Focus on Conflicts, Complex Products, and Technology

Chuck Daly, Ranah Esmaili, and Lara Mehraban are Partners at Sidley Austin LLP. This post is based on a Sidley memorandum by Mr. Daly, Ms. Esmaili, Ms. Mehraban, Kathryn Alessi, Hardy Callcott, and Kenyon Hall.

On October 23, 2026, the U.S. Securities and Exchange Commission (SEC) Division of Examinations (EXAMS) published its annual examination priorities (2027 Priorities)[1] , outlining areas of perceived risk and topics on which EXAMS will focus in the new fiscal year.

Substantively, many core themes from last year’s priorities carry over. The 2027 Priorities again underscore the importance of registrants’ standards of care, information security, and operational resiliency as well as the risks presented by alternative and complex products and investment strategies. The 2027 Priorities also (i) reflect an increased focus on artificial intelligence (AI), which the report refers to as “super intelligence” or SI and (ii) introduce certain new areas of focus, such as advisers’ reliance on proxy advisory firms and compliance with new rules or amendments to existing rules. This Sidley Update summarizes the examination focus areas across investment advisers, investment companies, broker-dealers, and other market participants, and it notes where the 2027 Priorities depart from the prior year’s.[2]

READ MORE »

Early Lessons from the New Accelerated Offering Periods for Tender Offers

Douglas K. Schnell and Taylor M. Owings are Partners at Wilson Sonsini Goodrich & Rosati. This post is based on their Wilson Sonsini memorandum.

In April 2026, the Division of Corporation Finance of the U.S. Securities and Exchange Commission shortened the minimum offering period for certain types of equity tender offers from 20 business days to 10 business days. Since then, Wilson Sonsini has played a lead role—representing both buyers and sellers—in several tender offers that used shortened offering periods. Several lessons and best practices are beginning to emerge.

READ MORE »

Weekly Roundup: October 30-November 5, 2026


More from:

This roundup contains a collection of the posts published on the Forum during the week of October 30-November 5, 2026

2026 Global Voting Spotlight


Investor Perspectives on SEC Disclosure Reform


Rule 14a-8: Perhaps Slow-Walking Recission is Best


SEC Staff Streamlines Form S-8, Rule 701, and Section 16 Guidance


Stewardship at an Inflection Point – From Activity to Effectiveness


Tokenized Securities — What Corporations Should Know


Explaining Delaware’s Blunder


Pay Leverage, Not Percent of Pay in Equity, Is the Key Measure of Corporate Director Pay


AI and the Escalating Threat of Nation-State Cyber Operations


Untamed Unicorns: Why Startup Finance is Broken and How to Fix It


Remarks by Commissioner Uyeda on Corporate Penalties and Individual Accountability


SEC Proposes Significant Changes to Custody Rules and Introduces Framework for Custody of Crypto Assets


When an Algorithm Reads Your Proxy and AI Is on the Ballot


When an Algorithm Reads Your Proxy and AI Is on the Ballot

Brendan McVeigh is a Partner, Ken Bertsch is a Senior Advisor, and Maddie Chisholm is a Principal at at Anteris Advisors. This post is based on their Anteris Advisors memorandum.

AI is entering corporate governance from all sides of the table. Investors are using it to process disclosure, customize voting policies, and prepare for engagements. Proxy advisors are moving toward AI enabled, policy driven research. Shareholder activists are using it to find targets and sharpen strategic theses. Boards are being asked to explain not only how they oversee AI risk, but how they assess its opportunities and broader strategic, capital, and talent implications. At the same time, board members are increasingly using AI to assist in board oversight, a development that raises new governance questions.

READ MORE »

SEC Proposes Significant Changes to Custody Rules and Introduces Framework for Custody of Crypto Assets

Frederick Wertheim, Eric M. Diamond, and Marie-Louise M. Huth are Partners at Sullivan & Cromwell LLP. This post is based on a Sullivan & Cromwell memorandum by Mr. Wertheim, Mr. Diamond, Ms. Huth, Yael R. Tzipori, and Lauren M. Hobby.

Summary

On October 1, 2026, the Securities and Exchange Commission (the “SEC”) proposed amendments to the custody rules under the Investment Company Act of 1940 (the “Investment Company Act”) and the Investment Advisers Act of 1940 (the “Advisers Act”) (the “Proposed Rules”).[1]

The Proposed Rules would establish new custody arrangements for crypto assets while also revising existing custody requirements for registered investment advisers and regulated funds (registered management investment companies and business development companies (“BDCs”)),[2] including those that do not invest in crypto assets. Among the most significant proposed changes are the following.

  • Permitting new crypto custody arrangements for advisers and regulated funds, including (i) custody of crypto assets[3] with state trust companies, subject to specified safeguards, and (ii) adviser self custody of crypto assets where no qualified custodian is available, subject to additional safeguarding and, for regulated funds, board oversight requirements.
  • A new custody rule exception for advisers exercising discretionary trading authority, including for transactions that do not settle on a delivery versus payment (“DVP”) basis.
  • Easing certain audit requirements, including by expanding accountant eligibility and extending audit delivery deadlines for certain private funds.
  • Expanding broker dealer custody options for regulated funds and clarifying the application of custody rules to BDCs.

The Proposed Rules follow the SEC’s 2025 withdrawal of its 2023 “Safeguarding Advisory Client Assets” rule proposal, which would have expanded the scope of the Advisers Act custody rule to cover substantially all client assets and imposed additional requirements for qualified custodians affecting the availability of custodians for crypto assets.[4] In contrast, the current Proposed Rules would retain the Advisers Act custody rule’s existing coverage of client “funds or securities.” In statements accompanying the current proposal, Commissioners Uyeda and Peirce highlighted the additional flexibility for crypto custody under the Proposed Rules and contrasted it with the practical difficulties posed by the 2023 proposal.[5]

Regulated funds and registered investment advisers should assess the proposal’s potential impact on their custody arrangements and consider submitting comments to the SEC on issues relevant to their businesses. Comments are due by December 7, 2026.

READ MORE »

Page 1 of 1332
1 2 3 4 5 6 7 8 9 10 11 … 1,332