Monthly Archives: December 2025

CEO and Executive Compensation Practices in the Russell 3000 and S&P 500

Posted by Matteo Tonello, The Conference Board, Inc., on
Wednesday, December 31, 2025
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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 in partnership with ESGAUGE, FW Cook, and Ropes & Gray and co-authored by Paul Hodgson, Senior Advisor, ESGAUGE, Ariane Marchis-Mouren, Senior Researcher, Corporate Governance at The Conference Board, and Andrew Jones, Principal Researcher, Governance & Sustainability Center at The Conference Board.
This report explores how reported executive pay at US public companies evolved in 2025 proxy disclosures—spotlighting chief executive officer (CEO) and named executive officer (NEO) compensation, gender gaps, say-on-pay trends, and shifting practices in equity design, performance measurement, and perks.

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SEC & Mandatory Arbitration: Policy Evolution and Supreme Court Precedent

Posted by Peter Altman, Marshall Baker and John Patrick Clayton, Akin Gump Strauss Hauer & Feld LLP, on
Tuesday, December 30, 2025
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Peter Altman, Marshall Baker, and John Patrick Clayton are Partners at Akin Gump Strauss Hauer & Feld LLP. This post is based on an Akin Gump memorandum by Mr. Altman, Mr. Baker, Mr. Clayton, Garrett DeVries, Lauren Huennekens, and Jessica Ro.

Introduction

On September 17, 2025, the U.S. Securities and Exchange Commission (the “Commission”) published a policy statement concerning the inclusion of mandatory arbitration provisions in registration statements for investor claims arising under the federal securities laws. The policy statement marked an important development in the United States’ securities regulatory regime.

For the first time, the Commission directly addressed the role and treatment of mandatory arbitration provisions in registration statements filed under the Securities Act of 1933. In determining that such arbitration provisions will not serve as a basis to grant, deny or otherwise affect the acceleration of registration statements, the Commission’s new approach reflects alignment with established U.S. Supreme Court jurisprudence. It also marks a shift from previous regulatory interpretations that viewed mandatory arbitration with skepticism, at best.

In this alert, we review the context of the Commission’s policy evolution, the Supreme Court precedents that underpin the changed approach, the implications for issuers, investors and others (especially in light of a recent amendment to Delaware law) and the emerging key practical takeaways.

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Preparing for Proxy Season 2026

Posted by Joyce Chen, Equilar, Inc., on
Monday, December 29, 2025
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Joyce Chen is an Associate Editor at Equilar, Inc. This post is based on an Equilar memorandum by Ms. Chen, Ignasi Garros, Andrew Jeong, Jacob Mendoza, and Stephen Okoth.

Executive Summary

As the proxy environment continues to evolve, companies must refine their communication of governance and compensation practices to maintain investor confidence as they enter 2026. Transparency and strong pay-for-performance alignment remain core expectations, and the proxy statement (DEF 14A) serves as the primary vehicle for demonstrating how board oversight and compensation programs support long-term strategy. By offering a more complete and cohesive narrative, companies can reinforce their values and commitment to stakeholders while proactively addressing emerging concerns.

With these expectations in mind, Preparing for Proxy Season 2026 examines key governance and disclosure trends among Equilar 100, Equilar 500 and Russell 3000 companies. DFIN provides independent commentary on disclosure strategies to effectively facilitate shareholder discourse and understanding of the proxy statement.

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BDO’s 2025 Board Survey

Posted by Amy Rojik, BDO, on
Sunday, December 28, 2025
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Amy Rojik is a National Managing Principal and Lee Sentnor is a Professional Practice Director at BDO. This post is based on their BDO memorandum.

What’s on Deck for Growth?

In today’s competitive landscape, organizations cannot afford to pause their growth objectives — even as they navigate ongoing market volatility and uncertain economic indicators. For boards, this means that strategic oversight must not only drive expansion but also see that it is proactively managed. By balancing the pursuit of opportunity with robust risk mitigation, boards support companies’ effectiveness in delivering sustained value while protecting stakeholder interests.

Directors’ plans for both strategic and compliance-related investment show a consistent focus on two primary growth strategies: innovation of products and services — including investment in technology and its use — and M&A and transactions.

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Corporate Sustainability: Emissions, Governance, and the Energy Transition

Posted by Adriana De La Cruz, Eliot Evain-Wilkes, and Valentina Cociancich, OECD, on
Saturday, December 27, 2025
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Adriana De La Cruz, Eliot Evain-Wilkes, and Valentina Cociancich are Policy Analysts at OECD. This post is based on an OECD memorandum by Ms. Cruz, Mr. Evain-Wilkes, Ms. Cociancich, Caio de Oliveira, and Matthis Cadeau.

Sustainability-related disclosure. Over the past two years, sustainability-related disclosure has expanded, rising from companies representing 86% of global market capitalisation in 2022 to 91% in 2024. This reflects continued demand for such information from investors. However, the absolute number of companies disclosing sustainability information – 12 900 – remains only a moderate share of the 44 152 listed companies worldwide. Energy companies have the highest rate of disclosure, covering 94% of the industry’s market capitalisation; the real estate sector has the lowest share at 78%.

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Emergency Challenge to Continuation Fund Deal Lands in Delaware Court

Posted by Leor Landa, Andrew M. Ahern, and Sijia Cai, Davis Polk & Wardwell LLP, on
Friday, December 26, 2025

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Leor Landa, Andrew M. Ahern, and Sijia Cai are Partners at Davis Polk & Wardwell LLP. This post is based on a Davis Polk memorandum by Mr. Landa, Mr. Ahern, Ms. Cai, Michael W. Brasher, Matthew Haddadin and Michael A. Stenbring, and is part of the Delaware law series; links to other posts in the series are available here.

On December 3, 2025, the Abu Dhabi Investment Council (ADIC), part of the approximately $300 billion Mubadala investment group, initiated litigation in the Delaware Court of Chancery against affiliates of the Energy & Minerals Group (EMG) arising from EMG’s proposed sale of a 30% stake in Ascent Resources to a continuation fund.1  The complaint, filed under C.A. No. 2025-1389-NAC, sought injunctive relief in aid of arbitration and alleges that EMG engineered a conflicted, below-market sale that would disadvantage existing investors at the current time.

According to ADIC, the transaction, structured as a sale from one EMG-managed fund to another, would harm limited partners, confer substantial benefits on EMG insiders, and allow the manager to reset performance-fee economics on an asset that would be unlikely to generate carried interest if sold in a conventional exit or public offering at the current time.

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Weekly Roundup: December 19-25, 2025

Posted by the Harvard Law School Forum on Corporate Governance, on
Friday, December 26, 2025

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This roundup contains a collection of the posts published on the Forum during the week of December 19-25, 2025

When a Whistleblower Complaint Becomes a Board-Level “Red Flag”

Posted by Jim Ducayet and Barret V. Armbruster,Sidley Austin LLP, on Friday, December 19, 2025
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Mergers and Acquisitions — Reviewing 2025 and Looking Ahead to 2026

Posted by Victor Goldfeld, Benjamin Roth, Mark Stagliano, Wachtell Lipton Rosen & Katz, on Saturday, December 20, 2025
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2026 Annual Report and Proxy Season: E&S Matters, Executive Compensation, and Governance

Posted by Ali Perry, Liz Walsh, and Jennifer Zepralka, Mayer Brown, on Sunday, December 21, 2025
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‘We Will Get By, We Will Survive’ – The Future of Shareholder Proposals

Posted by Brad Goldberg and Michael Mencher, Cooley LLP, on Monday, December 22, 2025
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Can Social Media Inform Corporate Decisions? Evidence from Merger Withdrawals

Posted by J. Anthony Cookson (University of Colorado Boulder), Marina Niessner (Indiana University), and Christoph Schiller (The Ohio State University), on Monday, December 22, 2025
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A Look at AI-Related Shareholder Proposals at U.S. Companies, 2022-2025

Posted by Subodh Mishra, ISS STOXX, on Monday, December 22, 2025
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Insider Trading Policies: A Survey of the SV150

Posted by Courtney Mathes, Wilson Sonsini Goodrich & Rosati, on Tuesday, December 23, 2025
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Venture capital outlook for 2026: 5 key trends

Posted by Michael Carmen, William Craig, and Mark Watson, Wellington Management, on Tuesday, December 23, 2025
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The Recent Evolution of Shareholder Activism in the United States

Posted by Matteo Tonello, The Conference Board, Inc., on Wednesday, December 24, 2025
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The Recent Evolution of Shareholder Activism in the United States

Posted by Matteo Tonello, The Conference Board, Inc., on
Wednesday, December 24, 2025
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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 in partnership with ESGAUGE, Russell Reynolds Associates and the Rutgers Center for Corporate Law and Governance and co-authored by Dr. Tonello, Ariane Marchis-Mouren, Senior Researcher, Corporate Governance at The Conference Board, and Andrew Jones, Principal Researcher, Governance & Sustainability Center at The Conference Board.

The US shareholder activism environment is maturing and increasingly complex, characterized by new players, evolving tactics, and shifting boardroom dynamics. This report, a complement to The Conference Board annual Proxy Season Review, draws on data from SEC filings, investor websites, news releases, and media to highlight the growing use of board challenges, CEO targeting, and public campaigns to drive change.

Trusted Insights for What’s Ahead

  • The volume of proxy contests at US public companies has doubled from last year, with a growing number of large firms being targeted—a sign that shareholder activism has evolved into a critical board-level risk. Directors should stay vigilant and prepared through proactive engagement, transparent disclosure, and robust readiness plans.
  • Shareholder activism targeting CEOs has more than quadrupled since 2018, often leading to leadership changes and making rigorous performance reviews, transparent succession planning, and proactive board engagement essential. Our analysis suggests women CEOs may be disproportionately targeted by activists.
  • Under universal proxy rules, activists have seen limited success as boards continue to prevail with institutional investor support, reinforcing the importance of strong engagement, transparent governance, and a compelling case for incumbent directors.
  • Shareholder activism is increasingly undertaken through digital storytelling and multimedia outreach, so it behooves boards to use modern communications capabilities and rapid-response strategies to engage investors and counter activist narratives.

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Venture capital outlook for 2026: 5 key trends

Posted by Michael Carmen, William Craig, and Mark Watson, Wellington Management, on
Tuesday, December 23, 2025
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Michael Carmen is Co-Head, William Craig, and Mark Watson are Investment Directors at Wellington Management. This post is based on their Wellington memorandum.

After two years of capital scarcity, liquidity is finally returning to the venture ecosystem (even if unevenly). In 2026, we believe venture investors will need to navigate a more selective, quality-driven environment where access, underwriting discipline, and cross-market insights will matter most. We see this as a period of reinvestment: a moment to lean into innovative leaders while preserving flexibility across liquidity pathways.

Our vantage point at Wellington spans venture, growth equity, secondaries, and the public markets, offering an integrated perspective across the trends shaping the venture landscape. In this VC outlook, we explore the five key questions that we believe institutional investors should be asking for the year ahead.

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Insider Trading Policies: A Survey of the SV150

Posted by Courtney Mathes, Wilson Sonsini Goodrich & Rosati, on
Tuesday, December 23, 2025
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Courtney Mathes is an Associate at Wilson Sonsini Goodrich & Rosati. This post is based on a WSGR memorandum by Ms. Mathes, Tamara Brightwell, Shannon Delahaye, Lauren Lichtblau, Jose Macias, and Lisa Stimmell.

A Survey of the SV150

Wilson Sonsini is pleased to present Insider Trading Policies: A Survey of the SV150, which analyzes the insider trading policies of Silicon Valley’s largest public companies.

This report summarizes the results of our review of the insider trading policies filed by 145 companies in the Lonergan SV150, which ranks the top 150 companies with headquarters in the Silicon Valley by annual sales. [1] For more information on the methodology used to prepare the Lonergan SV150, please visit the Lonergan Partners website. Please see the Appendix for a list of the SV150 companies.

In December 2022, the U.S. Securities and Exchange Commission (SEC) adopted final rules that require, among other things, public companies to file their insider trading policies and procedures as an exhibit to their annual report (2022 rules). [2] This report examines certain key elements in these insider trading policies such as:

  • persons subject to the insider trading policy;
  • quarterly blackout periods (or trading windows) [3] and timing;
  • pre-clearance requirements;
  • gifts; and
  • restricted activities including hedging, pledging, and margin accounts.

We would like to thank the team that conducted the research and provided editorial input for this report, including partners Richard Blake, Tamara Brightwell, Shannon Delahaye, Lauren Lichtblau, Jose Macias, Lisa Stimmell, and practice support lawyer Courtney Mathes.

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