Monthly Archives: January 2026

2025 Silicon Valley 150 Corporate Governance Report

Richard Blake is a Partner at Wilson Sonsini Goodrich & Rosati. This post is based on a WSGR memorandum by Mr. Blake, Jose Macias, Courtney Mathes, and Barbara Novak.

Wilson Sonsini Goodrich & Rosati is pleased to present our 2025 Silicon Valley 150 Corporate Governance Report, which analyzes the corporate governance practices and disclosures of Silicon Valley’s largest public companies based on reviews of proxy statements filed between October 1, 2024, and September 30, 2025 (referred to as 2025 in this report), as well as corresponding annual meetings and related documents. This report uses the Lonergan SV150, which ranks the top 150 public companies with headquarters in Silicon Valley by annual sales. This report includes information on the SV150 companies regarding board matters, officer matters, defensive measures, proxy statement disclosures, environmental, social, and governance (ESG) and sustainability reporting, stockholder proposals, activism, and executive compensation.

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How Are Shareholder Rights Evolving: Insights From the 2025 OECD Corporate Governance Factbook

Tiziana Londero is a Policy Analyst at OECD. This post is based on the new 2025 edition of the OECD Corporate Governance Factbook.

As capital markets evolve, so do shareholder rights. Trends such as increasing ownership concentration, the growing dominance of institutional investors and new share structures are reshaping the corporate landscape. While there is widespread consensus that protecting shareholder rights remains a cornerstone of sound corporate governance, the ways in which they are exercised and safeguarded continue to evolve with new market realities.

The latest edition of the OECD Corporate Governance Factbook provides insights into recent developments on shareholder rights globally. It covers all G20 and OECD economies, and for the first time provides detailed country notes on each of them.

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Key Shareholder Activism Trends to Watch in 2026

Morton Pierce is a Senior Counsel, and Michael P. Sternheim and Colum J. Weiden are Partners at Fried, Frank, Harris, Shriver & Jacobson LLP. This post is based on a Fried Frank memorandum by Mr. Pierce, Mr. Sternheim, Mr. Weiden, Ryan T. Fung, and Daniel Liberman.

2025 has been one of the busiest years on record for shareholder activism, with Barclays recently reporting a nearly 20% increase in activist campaigns over the long-term average. [1] Amidst this overall uptick, there were several notable developments, including increased use of “withhold” campaigns — where activists solicited votes against a board’s nominees rather than running a competing slate — and campaigns that drove the resignation and replacement of incumbent CEOs. Traditional activist campaigns to replace directors also saw increasing success in 2025, with recent data indicating activists have won more board seats this year than in recent years, fueled primarily by settlements (rather than contested elections). The second half of 2025 has been particularly active, marked by a record number of campaigns in the third quarter.

As we approach the 2026 proxy season, and the opening of the nomination window at many companies, boards and management teams at public companies should take stock of the evolving activism landscape and prepare accordingly. Recent data suggests that activist activity is increasing in Q4 2025, [2] making it more critical than ever for boards and management teams to understand current activism trends and anticipate where the market is heading.

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2026 SEC Division of Examinations Priorities

Kristin Snyder, Charu Chandrasekhar, and Sheena Paul are Partners at Debevoise & Plimpton LLP. This post is based on their Debevoise memorandum.

Key Takeaways:

  • On November 17, 2025, the U.S. Securities and Exchange Commission’s (the “SEC”) Division of Examinations (the “Division”) released its 2026 Examination Priorities (the “Priorities”). As in prior years, the Priorities provide insight into the products, practices, and services the Division views as presenting heightened risk to investors or the broader markets and expects to focus on in upcoming examinations.
  • The 2026 Priorities reflect both continuity and evolution. While the Division continues to emphasize long-standing themes—such as fiduciary duties, conflicts of interest, fee and expense practices, and retail investor protection—the Division also highlights emerging areas of focus, including cybersecurity and operational resiliency, firms’ use of artificial intelligence and other automated technologies, and preparedness for the upcoming amendments to Regulation S-P. Notably, although crypto assets are absent from this year’s Priorities for the first time since 2018, the Division continues to focus on alternative investments, including private credit, and incorporates private fund issues into broader thematic review areas rather than a standalone section.
  • The 2026 Priorities also underscore continued oversight of market infrastructure and other market participants, including security-based swap dealers and, for the first time, security-based swap execution facilities. The Division similarly maintains its focus on funding portals, municipal advisors, broker-dealers’ trading and sales practices, and RICs—particularly those employing complex strategies, holding less-liquid assets, or navigating mergers or similar transactions.

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Would Your Company Want To Stop Filing Quarterly Reports if No Longer Required?

Anita Bandy, Elizabeth R. Gonzalez-Sussman, and Raquel Fox are Partners at Skadden, Arps, Slate, Meagher & Flom LLP. This post is based on a Skadden memorandum by Ms. Bandy, Ms. Gonzalez-Sussman, Ms. Fox, and Caroline S. Kim.

Key Points

  • The Trump administration and the SEC say they want to eliminate the need for quarterly financial reports by public companies, a move that would reduce the regulatory burden on companies and encourage more long-term thinking.
  • But a number of factors could cause companies to continue to report more often than semiannually, including shareholder demands, the prospect of activist pressure and the possibility that less frequent reporting would result in less analyst coverage.
  • Changing to semiannual reporting could also complicate capital raising, share buybacks and trading windows for insiders.

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ISS Publishes 2026 Benchmark Policy Changes

David A. Bell, Ran Ben-Tzur, and Elizabeth Gartland are Partners at Fenwick & West LLP. This post is based on their Fenwick memorandum.

What You Need To Know

  • Institutional Shareholder Services (ISS) has released its benchmark voting policy updates for 2026, with notable shifts in board accountability for capital structures and responsiveness, executive compensation assessments, evaluation of equity plans, and ISS’s approach to key environmental and social shareholder proposal topics.
  • The updated policies will generally apply to shareholder meetings taking place after February 1, 2026.

ISS updated its benchmark proxy voting policies on November 25, 2026. The updates applicable to U.S. companies are briefly summarized below.

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Weekly Roundup: December 26-Jan 1, 2026


More from:

This roundup contains a collection of the posts published on the Forum during the week of December 26-Jan 1, 2026

Emergency Challenge to Continuation Fund Deal Lands in Delaware Court


Corporate Sustainability: Emissions, Governance, and the Energy Transition


BDO’s 2025 Board Survey


Preparing for Proxy Season 2026


SEC & Mandatory Arbitration: Policy Evolution and Supreme Court Precedent


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


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