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AI and the Future of Proxy Research: How New Tools Are Reshaping Stewardship Workflows

Posted by Will Goodwin (Tumelo), on

Tuesday, March 3, 2026

AI, Corporate Goverance, Fiduciary duties, Proxy voting, Stewardship
More from: Will Goodwin, Tumelo

Will Goodwin is the Co-founder and Head of US Sales at Tumelo.

Introduction

Proxy voting has long been one of the most operationally demanding functions in asset management. A large institutional investor might vote on six thousand or more meetings in a single proxy season. Each meeting requires research, policy application, and a defensible rationale — produced under tight deadlines, often with limited resource. For most of the past two decades, the industry’s answer to this challenge has been outsourcing: delegating research to third-party proxy advisors whose benchmark recommendations could be applied at scale.

That model is now under significant pressure. The combination of rising expectations around fiduciary accountability, growing scrutiny of herding behaviour in institutional voting, and genuine advances in AI capability has prompted many stewardship teams to reconsider how much of the research and decision-making process should sit in-house. The recent announcement by JP Morgan that it is moving to an in-house AI platform for proxy advice reflects a broader industry shift that is likely to accelerate through 2026 and beyond. READ MORE »

Systematic Corruption

Posted by Reilly S. Steel (Columbia Law School), on

Tuesday, March 3, 2026

Accountability, administrative law, Anti-corruption, Antitrust, political economy
More from: Reilly Steel

Reilly S. Steel is an Associate Professor of Law at Columbia Law School. This post is based on his recent paper, forthcoming in the Columbia Law Review.

When we think about corruption in the corporate and political arenas, what often comes to mind are high-profile scandals involving bribery, kickbacks, or blatant misconduct. But in my paper Systematic Corruption (forthcoming in the Columbia Law Review), I argue that the deeper threat is structural: corruption not as isolated wrongdoing, but as an ongoing system of dependence built through state-conferred economic privilege.

At its core, systematic corruption is about how politicians use economic privileges—such as corporate charters, regulatory approvals, government contracts, and enforcement discretion—to build and sustain political coalitions. Unlike opportunistic corruption, which involves discrete quid pro quo exchanges for private gain, systematic corruption is rooted in the institutional design of political and economic power. By repeatedly rewarding political loyalty with economic benefits, governing coalitions can entrench themselves and ultimately suppress both political and economic competition. Systematic corruption is bad politics and bad economics.

A contemporary illustration comes from merger review. When antitrust enforcement becomes entangled with political loyalty—when firms perceive that favorable treatment may depend less on competition law and more on their alignment with the administration in power—merger review ceases to be a programmatic regulatory screen and instead becomes a partisan tool. Even absent explicit threats, the mere possibility that enforcement decisions hinge on political considerations can induce anticipatory compliance. Firms adjust their behavior, rhetoric, and affiliations to curry favor, helping to cement the dominant party’s hold on power. The danger is not simply uneven enforcement; it is the gradual transformation of a rule-bound process into a system of conditional privilege. READ MORE »

Chancery Interprets LLC Agreement as Not Eliminating Fiduciary Duties

Posted by Gail Weinstein, Philip Richter, and Steven Epstein, Fried, Frank, Harris, Shriver & Jacobson LLP, on

Tuesday, March 3, 2026

Corporate governance, Delaware cases, Fiduciary duties, LLCs
More from: Gail Weinstein, Philip Richter, Steven Epstein, Fried Frank

Gail Weinstein is a Senior Counsel, Philip Richter is a Partner, 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, Steven J. Steinman, Randi Lally, and Erica Jaffe, and is part of the Delaware law series; links to other posts in the series are available here.

In Calumet Capital Partners LLC v. Victory Park Capital Advisors LLC (Jan. 29, 2026), the Delaware Court of Chancery, at the pleading stage of litigation, found it reasonably conceivable that, after Victory Park (the “Investor”) invested in Calumet’s lending business (the “Lender”), the Investor—“with and through” its employee, Luke Darkow, whom it had appointed to the Lender’s board of managers—engaged in a scheme to undermine the Lender and establish a competing lending business (“Bespoke Capital”). The court interpreted the Lender’s LLC Agreement as not having fully eliminated fiduciary duties for the managers; and found it reasonably inferable from the alleged facts that Darkow, by harming the Lender for the Investor’s benefit, had breached his fiduciary duties to the Lender, aided and abetted by the Investor.

AI as a Performance Metric: What Companies Are Disclosing Now

Posted by Amit Batish, Equilar, Inc., on

Monday, March 2, 2026

AI, Artificial intelligence, Corporate governance, Disclosure
More from: Amit Batish, Equilar

Amit Batish is Senior Director of Content & Communications at Equilar, Inc. This post is based on an Equilar memorandum by Mr. Batish and Andrew Gordon.

Over the last few years, the artificial intelligence (AI) boom has swept through corporate America. Across nearly every function and team, AI is being adopted to boost productivity and gain a competitive edge through every available avenue. As a result, employees, particularly executives, are increasingly expected to identify new ways to drive efficiency and improve results through AI-enabled strategies.

As compensation committees evaluate the performance goals used in executive pay programs, AI-focused performance objectives are becoming more common in incentive plan design. In this post, Equilar examines corporate disclosures that highlight how companies are implementing AI into executive compensation programs today.

Business Concentration around the World: 1900-2020

Posted by Yueran Ma (University of Chicago), Mengdi Zhang (Northwestern University), and Kaspar Zimmermann (University of Hamburg), on

Monday, March 2, 2026

Antitrust, Automation, concentration, Corporate governance
More from: Kaspar Zimmermann, Mengdi Zhang, Yueran Ma

Yueran Ma is the Carhart Family Professor of Finance at the University of Chicago Booth School of Business, Mengdi Zhang is a PhD student in Finance at Northwestern University, and Kaspar Zimmermann is a Professor of International Macroeconomics and Finance at the University of Hamburg. This post is based on their recent paper.

March 2026 marks the 250th anniversary of The Wealth of Nations. In that foundational text for modern economics, Adam Smith described a decentralized economy of small producers. Over the next two and a half centuries, however, the emergence of large firms began to shatter this blueprint of “atomistic” capitalism. Once upon a time, this shift motivated many observers to discuss and debate the span of control of the visible hand and the “centralization of capitals” (Marx, 1867; Marshall, 1890; Hayek, 1945; Galbraith, 1967; Chandler, 1977; Lucas, 1978). This evolution also inspired influential research on corporate governance (Berle and Means, 1932), which used high production concentration to emphasize that the separation of ownership and control in large corporations is consequential for society.

In the past few years, the rising dominance of large firms has returned to the forefront of economic and legal discourse. Recent discussions have had a particular focus on changes in the United States since around 1980, perhaps due to both greater data availability for this setting and our impression that this period has been rather eventful. An influential finding, based on the widely-used U.S. census dataset with comprehensive coverage over this period, shows that the largest firms account for an increasing share of output in many industries (Autor et al., 2020; Covarrubias, Gutiérrez, and Philippon, 2020). This rise of concentration is often viewed as an unusual development, and many studies have asked whether it results from shifts in technologies, trade, policies, or demographics.

In our new paper, “Business Concentration around the World: 1900–2020,” we assemble a new dataset to examine the rise of large firms through a wide lens, across both time and space. We uncover two sets of facts, which hold broadly over the past century among market-based advanced economies with available data. The foundation for these analyses is official statistics on the firm size distribution with long-run economy-wide coverage, which we have been able to find for ten countries across Asia, Europe, North America, and Oceania, in addition to the United States in our prior work (Kwon, Ma, and Zimmermann, 2024). We focus on market-based economies to study the “organic” evolution of the organization of production (in environments that approximate “Smithian” capitalism), which is not heavily influenced by government interventions. They are also the primary countries where we can find high quality long-run data.

Fact 1: A Century of Rising Concentration in Output and Capital READ MORE »

Delegating Enforceability: A Novel Solution to Corporate Forum Selection Disputes

Posted by Noah B. Yavitz (Ropes & Gray LLP) and Daniel B. Listwa (Wachtell, Lipton, Rosen & Katz), on

Monday, March 2, 2026

Corporate governance, delaware, Delaware courts, DGCL
More from: Daniel Listwa, Noah Yavitz, Ropes & Gray

Noah B. Yavitz is a Partner at Ropes & Gray LLP, and Daniel B. Listwa is an Associate at Wachtell, Lipton, Rosen & Katz. This post was submitted to the Forum and is part of the Delaware law series; links to other posts in the series are available here.

Since their introduction nearly two decades ago,[1] forum selection provisions have become standard in modern corporate governance, with Delaware corporations routinely designating the Court of Chancery as the exclusive forum for “internal affairs” disputes. Yet questions persist about the construction, scope, and enforceability of these provisions—questions that implicate important issues of Delaware corporate law but are often decided by courts outside Delaware.

Consider the recent California Supreme Court decision in EpicentRx, Inc. v. Superior Court, which reversed lower court rulings that had declined to enforce forum selection provisions in a corporation’s charter and bylaws on public policy grounds.[2] While ultimately holding that California’s jury trial policy did not bar enforcement, the court remanded for consideration of whether the provisions were “freely and voluntarily negotiated”—a Delaware law question that California courts must now address.[3]

Similar tensions arise with claims under federal securities laws. Forum selection provisions in charters and bylaws that channel derivative Section 14(a) proxy fraud claims to Chancery have generated particularly acute conflicts—the Ninth Circuit, in Lee v. Fisher, recently upheld such provisions, finding them consistent with both Delaware and federal law, while a divided panel of the Seventh Circuit concluded the opposite in Seafarers Pension Plan v. Bradway.[4]

Texas Judge Strikes Down Anti-ESG “Boycott” Law

Posted by Mollie H. Duckworth, Betty M. Huber, and Austin J. Pierce, Latham & Watkins LLP, on

Sunday, March 1, 2026

anti-ESG, Boycott, District Court, ESG
More from: Austin Pierce, Betty Huber, Mollie Duckworth, Latham

Mollie H. Duckworth and Betty M. Huber are Partners, and Austin J. Pierce is an Associate at Latham & Watkins. This post is based on their Latham & Watkins memorandum.

Key points

On February 4, 2026, the US District Court for the Western District of Texas declared SB 13 (2021) unconstitutional under the First and Fourteenth Amendments and enjoined its enforcement, finding the statute facially overbroad and impermissibly vague.
The ruling continues a trend of constitutional challenges against laws seeking to promote and/or constrain various ESG considerations.

Private Equity for All: The Paradoxical Push to Democratize Private Markets

Posted by William Clayton (Brigham Young University) and Elisabeth de Fontenay (Duke University School of Law), on

Saturday, February 28, 2026

401(k), Financial regulation, Institutional Investors, Private equity, Retail investors, retirement
More from: Elisabeth de Fontenay, William Clayton

William Clayton is a Professor of Law at J. Reuben Clark Law School, Brigham Young University, and Elisabeth de Fontenay is the Karl W. Leo Professor of Law at Duke University School of Law. This post is based on their recent paper, forthcoming in the Duke Law Journal.

Efforts to open private equity and other private assets to retail investors—including now through 401(k) plans—are often framed as a long-overdue democratization of superior investment opportunities. Indeed, private equity has always been viewed as special, both for its market-beating returns and its success in making companies more profitable, yet it has historically been off-limits to retail investors.

In Private Equity for All: The Paradoxical Push to Democratize Private Markets, we argue that the push to democratize private equity is subject to a glaring paradox. Far from sharing the spoils of private equity with the public, opening private markets to retail investors at scale is likely to erode or eliminate each and every one of the supposed advantages of private equity over public markets—not just for retail investors but across the market. Consequently, whether private equity’s appeal lies in superior investor returns or superior corporate governance, broad retail access is likely to ensure that neither one is achieved.

The debate has become urgent. New products targeting retail investors are continually being launched by private-asset managers and blessed by regulators. And in the summer of 2025, an executive order directed the U.S. Securities and Exchange Commission and U.S. Department of Labor to pave the way for private equity to access a particularly massive pool of retail capital: the $10 trillion 401(k) market. READ MORE »

Vanguard Capital Management: Proxy Voting Policy for U.S. Portfolio Companies

Posted by Glenn Booraem, Vanguard, on

Friday, February 27, 2026

Board of Directors, Corporate governance, Proxy season, Proxy voting
More from: Glenn Booraem, Vanguard

Glenn Booraem is the Head of Investment Stewardship, Vanguard Capital Management at Vanguard. This post is based on a Vanguard piece.

Introduction

This proxy voting policy (the Policy) describes general positions on matters that may be subject to a shareholder vote at U.S.-domiciled companies and is aligned with governance practices believed to support long-term shareholder returns. The Policy has been adopted by the boards (or relevant governing bodies) of funds and portfolios managed by certain Vanguard-affiliated entities including U.S.-domiciled mutual funds and ETFs advised by Vanguard Capital Management, LLC (VCM), as well as the boards of Vanguard Asset Management, Ltd., Vanguard Fiduciary Trust Company, Vanguard Global Advisers, LLC, and Vanguard Investments Australia Ltd in connection with their management of certain equity index funds and portfolios (together with the U.S.-domiciled mutual funds and ETFs advised by VCM, the “Funds”). The adoption of this Policy is anchored in the belief that effective corporate governance practices support long-term investment returns.

It is important to note that proposals—whether submitted by company management or other shareholders—often require a facts-and-circumstances analysis based on an expansive set of factors. While the Policy may recommend a particular voting decision, all proposals are voted case by case as determined in the best interests of each Fund consistent with its investment objective. The Policy is applied over an extended period of time; as such, if a company’s board is not responsive to voting results on certain matters, support may be withheld for those and other matters in the future.