Monthly Archives: March 2026

Tracking Shareholder Proposals and Company Exclusions: Pre-Season Observations

Posted by Courteney Keatinge, and Dimitri Zagoroff, Glass Lewis, on
Sunday, March 22, 2026
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Courteney Keatinge is the Vice President of ESG Research and Dimitri Zagoroff is a Senior Editor at Glass Lewis. This post is based on their Glass Lewis memorandum.

Key Takeaways

  • In November 2025, the SEC’s Division of Corporation Finance announced it would no longer provide responses to most no-action requests to exclude shareholder proposals.
  • Based on early incoming data, the number of shareholder proposals going to a vote in January and February 2026 is down from last year, while the number of exclusion notices filed is roughly the same.
  • The absence of SEC no-action relief may have encouraged some companies to be more cautious about what proposals they exclude, and their basis for exclusion.
  • Investors are pushing back on proposal exclusion via litigation – and getting results.
  • Compared to 2025, more of the shareholder proposals that have gone to a vote cover environmental and social topics.

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Remarks by Commissioner Uyeda on Investor Choice and the Limits of SEC Regulation

Posted by Mark T. Uyeda, U.S. Securities and Exchange Commission, on
Saturday, March 21, 2026
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Mark T. Uyeda is a Commissioner of the U.S. Securities and Exchange Commission. This post is based on his recent remarks. The views expressed in this post are those of Commissioner Uyeda and do not necessarily reflect those of the Securities and Exchange Commission or its staff.

This year, America will celebrate the 250th anniversary of the Declaration of Independence, a document that came into existence during a period of transformational thinking about the relationship between the people and how they are governed. In an era of European monarchies and the divine right of kings, the idea that those in government derive their power from the consent of the governed was a stark departure from the status quo.

A. Pursuit of Happiness

The Declaration of Independence, penned by Thomas Jefferson, declared to the world that certain truths were self-evident. People are endowed with certain unalienable rights. Among these unalienable rights are “life, liberty, and the pursuit of happiness.”[1]

Jefferson adapted this important phrase from John Locke’s Two Treatises of Government (1690), in which Locke identified life, liberty and property as foundational natural rights.[2] Scholars have long hypothesized on why Jefferson replaced “property” with the “pursuit of happiness.”[3] Today, I want to reflect on what this small, but meaningful, adaptation means for us today, and specifically, what this means for the work of the Commission.

The pursuit of happiness. It is a more elastic and somewhat more amorphous concept than property, but perhaps the most distinctly American idea in a document full of them. It is not the guarantee of happiness. It is not the government’s obligation to deliver happiness. It is the right to pursue happiness: to start a business, to choose your occupation, to risk your capital, and to reap the rewards or absorb the losses of your own decisions. Although the SEC did not exist during the earlier parts of American history, the ideals that underpinned America’s foundation should continue to guide how we think about opportunity, accountability, and the proper limits of government action.

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Remarks by Chair Atkins on the SEC’s Regulatory Philosophy and Policy Agenda

Posted by Paul Atkins, U.S. Securities and Exchange Commission, on
Friday, March 20, 2026
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Paul S. Atkins is the Chairman of the U.S. Securities and Exchange Commission. This post is based on his recent remarks. The views expressed in the post are those of Chairman Atkins and do not necessarily reflect those of the Securities and Exchange Commission or the Staff.

Thank you, Laura [Unger], for your introduction, and for the fine job that you have done spearheading this year’s program alongside our hosts at the Practising Law Institute. I should also like to acknowledge our many participants for being here today, including those of you who are tuning in virtually. Of course, I must not neglect to thank my fellow speakers from across the Commission for contributing their time and expertise. The strength of this institution has always rested on the dedication of its public servants. And this annual opportunity for SEC staff to speak publicly about their work is an occasion for all of us to recognize the rigor and high purpose that animates it. Finally, before I share a few reflections, I must note—as you will no doubt hear countless times today—that the views I express here are my own as Chairman and do not necessarily reflect those of the SEC as an institution or of the other Commissioners.

Now, despite some fits and starts in recent years, SEC Speaks has long occupied a unique place on the Commission’s calendar. Over my three tours at the SEC—first working for two chairmen, then as a commissioner in the aughts—I noticed that this audience tends to hang on a speaker’s every word. But I would do well to remember the counsel of Bill Casey, who, at the very first SEC Speaks program some fifty-four years ago, encouraged future Chairmen to realize that the crowd is there to pay a tribute “not to you, nor to your colleagues, nor to the SEC in general” but, as he put it, “to the SEC in particular.”

And so it is today. Over the course of this program, Commission staff will explain in considerable detail the direction of our policy initiatives across every division and several offices.

My aim this morning is a bit different. In lieu of previewing each of those efforts individually, I want to step back and offer a framework of how they fit together as a cohesive whole, so that as you hear from our speakers, you understand not only the substance of the SEC’s priorities, but the shared principles behind them.

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Weekly Roundup: March 13-19, 2026

Posted by the Harvard Law School Forum on Corporate Governance, on
Friday, March 20, 2026

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

Remarks by Chair Atkins on Disclosure Reform and Financial Innovation

Posted by Paul Atkins, U.S. Securities and Exchange Commission, on Friday, March 13, 2026
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Delaware Supreme Court Upholds Constitutionality of SB21 Provisions Providing Safe Harbors for Controlling Stockholder Transactions

Posted by Arthur R. Bookout, Edward B. Micheletti and Joseph O. Larkin, Skadden, Arps, Slate, Meagher & Flom LLP, on Saturday, March 14, 2026
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Pause, Pivot, Pressure

Posted by Kai H.E. Liekefett and Derek Zaba, Sidley Austin LLP, on Sunday, March 15, 2026
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Will Curbs on Proxy Advisors Make Shareholder Votes Less Predictable?

Posted by Elizabeth R. Gonzalez-Sussman, Ron S. Berenblat and Roy Cohen, Skadden, Arps, Slate, Meagher & Flom LLP, on Monday, March 16, 2026
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Impact of Tariffs on 2025 and 2026 Incentives

Posted by Mike Kesner, Pay Governance LLC, on Monday, March 16, 2026
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ESG Investing in a Fragmented US Regulatory Landscape

Posted by Elizabeth Golberg, Mana Behbin, and Yara Ismael, Morgan Lewis & Bockius LLP, on Tuesday, March 17, 2026
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Proxies in Uncharted Waters: 2026 U.S. Proxy Season Preview

Posted by Subodh Mishra, ISS STOXX, on Tuesday, March 17, 2026
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Litigated Off-Channel Communications Charge Survives Motion to Dismiss: Where Are We on Books and Records?

Posted by Olivia S. Choe and Carmit Patrone, Milbank LLP, on Wednesday, March 18, 2026
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Measuring CEO Pay-for-Performance: Demonstrating Alignment with Shareholder Outcomes

Posted by Ira T. Kay, Mike Kesner, and Edward Sim, Pay Governance LLC, on Wednesday, March 18, 2026
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Delaware Supreme Court Guidance on ADR Provisions to Resolve Earnout Disputes—Stillfront

Posted by Gail Weinstein, Philip Richter, and Steven Epstein, Fried, Frank, Harris, Shriver & Jacobson LLP, on Thursday, March 19, 2026
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How Plurality Voting Allows Directors to Stay on the Board Without Majority Support

Posted by Devin Rourke, Sarah Wenger,and Aaron Wendt, Glass Lewis, on Thursday, March 19, 2026
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How Plurality Voting Allows Directors to Stay on the Board Without Majority Support

Posted by Devin Rourke, Sarah Wenger,and Aaron Wendt, Glass Lewis, on
Thursday, March 19, 2026
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Devin Rourke is a Research Analyst, Sarah Wenger is a Lead Analyst, and Aaron Wendt is a Senior Director of Research at Glass Lewis. This post is based on their Glass Lewis memorandum.

Key Takeaways

  • Out of the 22,635 U.S. director election proposals Glass Lewis covered in the 2025 proxy season, there were 72 directors from 48 different companies who did not receive majority shareholder support.
  • Of those 72, only seven successfully resigned. Six had their resignations rejected and the remaining companies took no action, instead ignoring the vote outcome and letting the directors continue to serve despite not receiving majority shareholder support.
  • These majority-unsupported directors stay on due largely to plurality voting, which removes the possibility of failing to be elected, so long as there are uncontested board seats available.
  • In 2025, 50 of the 72 majority-unsupported directors, or 69.4% of total, served on boards that use plurality voting and do not require a resignation policy for uncontested director elections.
  • Negative governance practices insulate boards from shareholder concerns. In 2025, 39.6% of companies with majority-unsupported directors had a classified board, and 12.5% had a multi-class share structure.

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Delaware Supreme Court Guidance on ADR Provisions to Resolve Earnout Disputes—Stillfront

Posted by Gail Weinstein, Philip Richter, and Steven Epstein, Fried, Frank, Harris, Shriver & Jacobson LLP, on
Thursday, March 19, 2026
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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 Maxwell Yim, and is part of the Delaware law series; links to other posts in the series are available here.

In Fortis Advisors v. Stillfront (Feb. 13, 2026), the Delaware Supreme Court held that an alternative dispute resolution (ADR) provision in a merger agreement, which called for an independent accounting firm to resolve disputes relating to “calculation of the earnout amount” payable by the buyer, permitted resolution by the accounting firm of claims that the buyer had breached earnout-related operational covenants and acted in bad faith—even though the claims involved no “calculation.” Having decided that the ADR provision called for an “arbitration” rather than an “expert determination,” the Supreme Court concluded that the accounting firm had broad authority to resolve all issues (including legal issues) relating to the earnout amount that was owed. Therefore, the Supreme Court upheld the Court of Chancery’s decision that enforced the accounting firm’s conclusions that no change was required to the buyer’s calculations and the buyer was not entitled to any earnout or other recovery.

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Measuring CEO Pay-for-Performance: Demonstrating Alignment with Shareholder Outcomes

Posted by Ira T. Kay, Mike Kesner, and Edward Sim, Pay Governance LLC, on
Wednesday, March 18, 2026
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Ira Kay is a Managing Partner, Mike Kesner is a Partner, and Edward Sim is a Consultant at Pay Governance LLC. This post is based on their Pay Governance memorandum.

Introduction: Why Pay-for-Performance Remains Contested

Demonstrating that executive compensation is meaningfully aligned with company performance and the shareholder experience remains one of the most important, and most debated, issues in U.S. executive pay decision-making and corporate governance in general. While boards, investors, executives, and proxy advisors broadly agree on the principle of “pay for performance,” there is far less agreement on how that alignment should be measured and evaluated in practice.

Two analytical challenges sit at the center of this debate. The first is determining a fair and competitive level of target compensation. The second, and more controversial challenge, is assessing whether the compensation ultimately earned by executives appropriately reflects company performance and shareholder outcomes over time. This Viewpoint focuses on the techniques used to evaluate pay‑for‑performance alignment—an area that remains highly contested. Traditional approaches to this analysis have relied heavily on grant‑date values for stock awards included in the Summary Compensation Table (SCT) pay, which reflect future opportunity rather than realized or realizable pay outcomes.

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Litigated Off-Channel Communications Charge Survives Motion to Dismiss: Where Are We on Books and Records?

Posted by Olivia S. Choe and Carmit Patrone, Milbank LLP, on
Wednesday, March 18, 2026
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Olivia S. Choe is a Partner and Carmit Patrone is an Associate at Milbank LLP. This post is based on their Milbank memorandum.

In SEC v. Arete Wealth Management LLC, a federal judge in the Northern District of Illinois recently refused to dismiss off-channel communications claims in an SEC case accusing the defendants of engaging in securities fraud. [1] Although the court dismissed certain aspects of the SEC’s fraud claims, it rejected arguments that the SEC’s books-and-records rule is unconstitutionally vague or fails to provide fair notice to registrants. Nor was the court persuaded that industry-wide practices or the dissatisfaction with the rule expressed by certain Commissioners should deter its enforcement. As the court put it: “as of now, the rules say what they say.”[2] So where does that leave registrants who remain subject to those rules?

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Proxies in Uncharted Waters: 2026 U.S. Proxy Season Preview

Posted by Subodh Mishra, ISS STOXX, on
Tuesday, March 17, 2026
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Subodh Mishra is the Global Head of Communications at ISS STOXX. This post is based on an ISS-Corporate memorandum by Jun Frank, Head of Compensation & Governance Advisory, and Pinak Parikh, Compensation & Governance Advisor, at ISS-Corporate.

The corporate governance landscape is undergoing unprecedented changes. In the 2026 season, boards are heading into uncharted territory, with long-held governance norms upended, paradigm shifts challenging conventional wisdom, and changing investor priorities resulting in diverging definitions of “accepted best practice.” At the same time, AI is disrupting not only company operations but also the entire proxy ecosystem. Boards must face this brave new world without the guiding light of an established norm, and a lack of awareness of potential risks and varying investor expectations may lead to unexpected pushbacks from shareholders. This paper examines early trends emerging for the US proxy season.

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ESG Investing in a Fragmented US Regulatory Landscape

Posted by Elizabeth Golberg, Mana Behbin, and Yara Ismael, Morgan Lewis & Bockius LLP, on
Tuesday, March 17, 2026
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Elizabeth Golberg and Mana Behbin are Partners, and Yara Ismael is an Associate at Morgan Lewis & Bockius LLP. This post is based on a Morgan Lewis memorandum by Ms. Golberg, Ms. Behbin, Ms. Ismael, and Rachel Mann.

Environmental, social, and governance (ESG) investing in the United States remains at the center of a sustained legal and regulatory debate. That debate is not confined to a single forum or authority. Rather, it is playing out simultaneously across federal agencies, the US Congress, courts, and, critically, states. For asset managers, institutional investors, sponsors, and other market participants, this regulatory environment presents both material risk and strategic opportunity.

At its core, the current US ESG environment reflects two competing views. One frames ESG factors as relevant to long-term value creation because they are material to investment performance and responsive to investor concerns about issues such as climate change, workforce practices, and governance. The other views ESG considerations as ideologically driven, disconnected from wealth creation, and potentially inconsistent with fiduciary obligations. These opposing perspectives are driving many of the legal challenges now confronting ESG-related investment strategies.

However, despite this landscape of debate, this environment can still present opportunities; the challenge is finding ways to navigate those opportunities with less risk. For example, for sophisticated managers and institutional investors, there can remain opportunities to reach those US investors seeking strategies that incorporate ESG, so long as they are tied to financial returns and risk management and structured to withstand scrutiny across overlapping and, at times, conflicting federal and state regimes.

This Insight, based on a presentation from our Global ESG Trends webinar series, examines four areas where US regulatory and litigation pressure has been most pronounced.

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