Monthly Archives: April 2026

Board Equity Ownership and Its Impact on Corporate Performance

Victoria Tellez is the Research Director at FCLTGlobal and Jonathan Ponder is the Vice President of Research & Development at MSCI Institute. This post is based on their FCLTGlobal memorandum.

Executive Summary

Boards with higher and more durable equity ownership are associated with stronger long-term shareholder returns, risk-adjusted returns (alpha), and differences in investment behavior, specifically higher R&D intensity based on FCLTGlobal analysis, in collaboration with MSCI Institute and leveraging data from MSCI Solutions, of 2,137 companies in the MSCI All Country World Index (ACWI) from 2020 to 2025.[a]

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How a Buyer’s AI Conversations Sank Its Earnout Avoidance Strategy

Jonathan A. Dhanawade and Frank J. Favia Jr. are Partners and Andrew J. Stanger is Knowledge Counsel at Mayer Brown LLP. This post is based on their Mayer Brown memorandum and is part of the Delaware law series; links to other posts in the series are available here.

On March 16, 2026, the Delaware Court of Chancery issued a significant post-trial opinion in Fortis Advisors, LLC v. Krafton, Inc.[1] The case arose from Krafton, Inc.’s (the “Buyer”) acquisition of Unknown Worlds Entertainment (the “Target”), and the Buyer’s subsequent attempt to engineer its way out of a $250 million earnout obligation. The court found that the Buyer breached the parties’ Equity Purchase Agreement (the “EPA”) by terminating the Target’s three key executives without (contractually defined) “Cause” and by seizing operational control of the studio. In a sweeping remedial order, the court reinstated the Target’s CEO to his position with full operational authority, enjoined the Buyer from using the studio’s own board to circumvent that authority, restored the Target’s access to its publishing platform, and equitably extended the earnout measurement period by 258 days. Perhaps most remarkably, the court quoted at length from responses generated by a popular AI platform in response to queries made by the Buyer’s CEO about how to take control of the Target’s operations.

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The (Missing) Relation Between Acquisition Announcement Returns and Value Creation

Itzhak Ben-David is a Professor at the Ohio State University Fisher College of Business. This post is based on a recent paper by Professor Ben-David, Utpal Bhattacharya, Professor at the Hong Kong University of Science and Technology, Ruidi Huang, Professor at Southern Methodist University Cox School of Business, and Stacey Jacobsen, Associate Professor at Southern Methodist University Cox School of Business.

The cumulative abnormal return, or CAR, is the stock market’s snap reaction to an acquisition announcement. Over the last five decades, CAR has dominated academic finance: more than 92% of M&A studies in the top journals use it to measure deal quality. Its influence extends well beyond academic research: CAR is the standard framework taught in business schools, and event studies built on announcement returns are routinely used by expert witnesses in deal litigation and by regulators evaluating the competitive effects of mergers. If CAR were a reliable measure, the implications for corporate governance would be substantial—boards could use it to evaluate management’s dealmaking, compensation committees could tie incentive pay to deal-level value creation, and antitrust investigators could benchmark their enforcement decisions against the market’s verdict.

But what if CAR does not actually measure value creation?

In our article recently published in the Journal of Finance (published version; SSRN), we present comprehensive evidence that it does not. Using more than 47,000 acquisition announcements over nearly four decades (1980–2018), we find that the market’s initial reaction to a deal bears essentially no relation to how that deal actually turns out. READ MORE »

AI as the New Proxy Advisor: Reshaping Shareholder Activism Communications

Lyndsey Estin is a Co-Chief Executive Officer and Partner, Nick Capuano is a Partner, and Mark Fallati is a Principal at Kekst CNC. This post is based on their Kekst memorandum.

Executive Summary

Kekst CNC analyzed contested annual meeting elections from 2023 to 2025, roughly since the universal proxy card was instituted – to understand AI’s recommendations if it acted as a traditional proxy advisor.

This analysis highlights crucial conclusions affecting the intersection of AI and activism communications: READ MORE »

Key Considerations for the 2026 Annual Reporting and Proxy Season: Proxy Statements

Maia Gez and Scott Levi are Partners and Danielle Herrick is a Professional Support Counsel at White & Case LLP. This post is based on a White & Case memorandum by Ms. Gez, Mr. Levi, Ms. Herrick, Erica Hogan, Michelle Rutta, and Robin Melman.

Each year in our Annual Memo series, White & Case’s Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form 20-F. This installment of our Annual Memo provides our top considerations in Part I. Setting the Stage for a Proxy Season of ChangePart II. Key Considerations and Part III. Key Reminders as public companies prepare and finalize their 2026 Annual Meeting Proxy Statements.

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Statement in Connection with ISS Filing Lawsuit Challenging Indiana Statute, House Bill 1273

Subodh Mishra is the Global Head of Communications at ISS STOXX. This post is based on a recently issued ISS STOXX media statement.

Institutional Shareholder Services (ISS) today announced the filing of a lawsuit in U.S. District Court for the Southern District of Indiana challenging Indiana’s recently promulgated statute, H.B. 1273. The Complaint contends that H.B. 1273 is an unconstitutional exercise of state power. H.B. 1273 would subject ISS to a regime of state-law mandated warnings whenever ISS recommends to its sophisticated institutional investor clients voting in a manner that runs counter to that of company management. In its filing, ISS is requesting a decision on its forthcoming motion for a preliminary injunction as applied to ISS in advance of the law’s effective date of July 1, 2026.

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Statement by Commissioner Peirce on the Costs, Risks, and Privacy Concerns of the Consolidated Audit Trail

Hester M. Peirce is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on her recent statement. The views expressed in this post are those of Commissioner Peirce and do not necessarily reflect those of the Securities and Exchange Commission or its staff.

Today, the Commission issued a long-awaited concept release as part of its comprehensive review of the Consolidated Audit Trail (“CAT”). I hope that the comments we receive will meaningfully inform the Commission’s reassessment of the troubled and troubling CAT and prompt a broader reconsideration of our approach to financial surveillance.

The CAT, now in its teenage years, is expensive, contentious, and perilous to privacy. CAT cost overruns have been massive: the estimated annual budget of $55 million in 2016 expanded to, until very recently, an actual annual budget of almost $250 million. CAT progress has been slow; it is years behind schedule. CAT’s greatest success is its ability to generate extensive fighting among regulated entities and between regulated entities and the Commission.

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Weekly Roundup: April 10-16, 2026


More from:

This roundup contains a collection of the posts published on the Forum during the week of April 10-16, 2026


The Expanding Role of the Audit Committee Chair



Shifting Sentiments Around Long-Vesting RSUs


Peer Group Governance


Reaffirming the Fundamental Right to Shareholder Proposals and Enhancing Board Accountability via Private Ordering


Should Boards Be Wary of Informal Settlements With Shareholder Activists?



How Germany’s Regulatory Reset Changes Investor Engagement and What It Means for The Market


Corporate Values


From No‑Action to Court Action: Rule 14a‑8 Exclusions Face Legal Scrutiny


Stewardship Survey Report


Sponsor-Designated Lenders’ Counsel


Agent Washing: Disclosure Risks in the Emerging Market for AI Agents


Agent Washing: Disclosure Risks in the Emerging Market for AI Agents

Charu Chandrasekhar, Ben Pedersen, and Paul Rodel are Partners at Debevoise & Plimpton LLP. This post is based on a Debevoise memorandum by Ms. Chandrasekhar, Mr. Pedersen, Mr. Rodel, and Avi Gesser.

Key Takeaways:

  • “Agent washing” creates heightened securities disclosure risk beyond traditional AI washing. As companies increasingly market “AI agents” as drivers of growth and efficiency, imprecise or inflated claims about autonomy, functionality, or business impact are more easily testable—and therefore more vulnerable to scrutiny by regulators, plaintiffs, and investors. Public statements tying agentic AI to revenue, productivity, or operational outcomes should be carefully substantiated and aligned with actual system capabilities.
  • Under-disclosure of agent-related risks may be as problematic as overstatement. Even where companies are genuinely deploying AI agents, failing to adequately disclose material limitations – such as reliability issues, human oversight requirements, cybersecurity exposure, or auditability gaps – can create liability. Given agents’ ability to take autonomous or semi-autonomous actions across systems, companies should ensure risk factors and MD&A disclosures accurately reflect the evolving operational and control risks associated with these tools.

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Sponsor-Designated Lenders’ Counsel

Andrew F. Tuch is Professor of Law at Washington University in St. Louis and Cathy Hwang is the Edward F. Howrey Professor of Law at the University of Virginia. This post is based on their recent article, forthcoming in the Southern California Law Review.

In recent years, there has been much written about the rise of borrower-friendly loan terms in leveraged lending. But overlooked in the literature is a set of unorthodox practices outside of the loan documents that may also undermine lender protections. Specifically, sponsors who borrow for their leveraged buy-outs routinely designate and pay their lenders’ counsel. This process, called borrower-designated lenders’ counsel (or simply “designation”), has been labeled “insidious” by the New York Times and “the most problematic issue in corporate law” by Law.com. It has also sparked regulatory concern in Europe.

In “Lend Me Your Counsel,” we provide the literature’s first detailed examination of designation in the United States. Relying on proprietary training materials for lawyers and original interviews with leading lawyers in this space, we flesh out the contours of designation, explain why it arose and has endured, and consider its implications, including for attorney ethics and transactional efficiency. READ MORE »

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