Monthly Archives: April 2026

Stewardship Survey Report

Posted by Rickard Nilsson, Elena Leofanti, and Diederik Timmer, Glass, Lewis & Co., on
Thursday, April 16, 2026
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Rickard Nilsson is Director of Stewardship, Elena Leofanti is Senior Director of Stewardship, and Diederik Timmer is President at Glass, Lewis & Co. This post is based on their Glass Lewis memorandum.

Introduction

This document provides results and key findings from Glass Lewis’ Investor Stewardship Survey,  performed in Q4 2025.

The goal of this survey has been to better understand how investors structure, resource, and execute stewardship in an increasingly complex operating environment.

The findings highlight how stewardship has become an established and increasingly sophisticated discipline, where organizational size and investment approach define operational models. We see continued regional divergence, and a focus on improving existing practices by strengthening for example integration, engagement prioritization, and accountability across stewardship efforts.

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

Posted by Jon Solorzano, Josh Rutenberg, and Randy Thomas, Vinson & Elkins LLP, on
Wednesday, April 15, 2026
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Jon Solorzano is a Partner, and Josh Rutenberg and Randy Thomas are Associates at Vinson & Elkins LLP. This post is based on their Vinson & Elkins memorandum.

It is early yet in the 2026 proxy season, but it has already been an eventful one. The theme for this year might be that while shareholder proposals making it to ballots, particularly on environmental, social and governance (“ESG”) topics are down, litigation is notably up. Litigation has been filed to date against both corporate issuers and even the U.S. Securities and Exchange Commission (the “SEC”), where on March, 19, 2026, the Interfaith Center on Corporate Responsibility (the “Interfaith Center”) and As You Sow, two prominent shareholder activists, filed a lawsuit against the SEC. The proponents assert that the SEC violated the Administrative Procedure Act by allowing companies to exclude shareholder proposals from their annual proxy ballots through informal guidance, rather than a formal notice-and-comment rulemaking period.

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Corporate Values

Posted by Jill E. Fisch (University of Pennsylvania) and Jeff Schwartz (University of Utah), on
Wednesday, April 15, 2026
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Jill E. Fisch is the Saul A. Fox Distinguished Professor of Business Law at the University of Pennsylvania Carey Law School and Jeff Schwartz is the Hugh B. Brown Presidential Professor of Law at the University of Utah S.J. Quinney College of Law. This post is based on their recent article, forthcoming in the University of Virginia Law Review.

Corporate values are having a moment. Once implicit and largely invisible, they now sit at the center of corporate decision-making—shaping how firms hire, market, invest, and even speak. Consumers boycott, employees mobilize, and governments respond, all based on perceived alignment (or misalignment) between corporate conduct and societal values. In this environment, corporate values can make or break a company. Yet despite their growing prominence, a fundamental question remains unresolved: what role should values play in the corporation? In our article, Corporate Value(s) (forthcoming University of Virginia Law Review), we offer a framework for answering that question—one that reconciles the increasing importance of values with the enduring centrality of economic value. READ MORE »

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

Posted by Christine Chow, Andreas Posavac, and Alexander Juschus, Embera Partners, on
Wednesday, April 15, 2026
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Christine Chow is an Advisory Council Member and Senior Consultant, AI, Governance and Stewardship; Andreas Posavac is a Managing Partner and Founding Member; and Alexander Juschus is a Senior Executive, Corporate Governance, at Embera Partners. This post is based on an Embera Partners report by Ms. Chow, Mr. Posavac, Mr. Juschus, and Catherine Marchewitz.

If you have spent any time dealing with collaborative engagement campaigns across borders, you will know the feeling: a room full of like-minded investors, a shared concern about a company’s governance or climate trajectory, and then a question brings tension to the room — “Could we be seen as acting in concert?”

For stewardship professionals and portfolio managers, that question has long been the invisible constraint on one of the most effective tools in engagement. The logic of collaboration is sound: individual engagement with a large corporation often has limited impact for minority shareholders. Collaboration amplifies voice, shares costs, and produces more constructive dialogue with boards. For corporate issuers, facing a collective is even more daunting than dealing with individual investors — it increases pressure, attention, and often media scrutiny.

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The Sustained Negative Impacts of Cyber Incidents on Shareholder Value

Posted by Subodh Mishra, ISS STOXX, on
Tuesday, April 14, 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 Douglas Clare, Managing Director for Cyber Solutions at ISS-Corporate; and Jim Coggeshall, Executive Director for Cyber Risk Research at ISS STOXX.

Introduction

It is well known that cyber security incidents can have an immediate and meaningful impact on the share values of publicly traded companies. What’s less understood is the depth and duration of that damage and what kind of companies suffer the most.

While a handful of studies have been put forward on the impact of cyber incidents on the shareholders of publicly traded firms, these analyses have largely been anecdote-driven rather than broad-based assessments.

A new study conducted jointly by ISS STOXX and ISS-Corporate examined the impact of reported cyber incidents on share values across the U.S. Russell 3,000 index over a three-year period from 2022 through 2024.

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Should Boards Be Wary of Informal Settlements With Shareholder Activists?

Posted by Elizabeth R. Gonzalez-Sussman, Ron S. Berenblat, and Dara J. Ferguson, Skadden, Arps, Slate, Meagher & Flom LLP, on
Tuesday, April 14, 2026
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Elizabeth R. Gonzalez-Sussman is a Partner, Ron S. Berenblat is of Counsel, and Dara J. Ferguson is an Associate at Skadden, Arps, Slate, Meagher & Flom LLP. This post is based on their Skadden memorandum.

Key Points

  • Informal settlements between activist investors and their corporate targets can be a means to resolving activist situations quickly.
  • But informal agreements generally only work where the company and the activist can find enough alignment on the strategic priorities for the company, and the company can trust the activist to abide by their informal deal.
  • Informal settlements also work best where a board and management have prepared for the possibility of an activist campaign, regularly engage with their other shareholders, have undertaken a rigorous self-assessment and have proactively considered various strategic options so the company is positioned to quickly evaluate the activist’s demands on their merits.

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

Posted by Yumi Narita (New York City Office of the Comptroller) and James Crowe (Council of Institutional Investors), on
Monday, April 13, 2026
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Yumi Narita is the Chair of the Council of Institutional Investors Board of Directors and Executive Director, Corporate Governance Office of the New York City Comptroller Mark Levine; and James Crowe is the Research Manager at the Council of Institutional Investors. This post is based on CII’s new policies on corporate governance.

Spring 2026 Policy Amendment 1: Shareholder Proposals

CII amended Policy 1.5 by inserting this sentence: “The ability to submit and vote on shareholder proposals is a fundamental right and allows investors to monitor and hold corporate management accountable.” The full policy is now:

1.5 Shareowner Participation: The ability to submit and vote on shareholder proposals is a fundamental right and allows investors to monitor and hold corporate management accountable. Shareowners should have meaningful ability to participate in and vote on the major fundamental decisions that affect corporate viability, and meaningful opportunities to suggest or nominate director candidates and to suggest processes and criteria for director selection and evaluation. Shareowners also should have meaningful ability to propose bylaw amendments that become effective upon the approval of a majority of outstanding shares.

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Peer Group Governance

Posted by Yaron Nili (Duke University School of Law), on
Monday, April 13, 2026
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Yaron Nili is a Professor of Law at Duke University School of Law. This post is based on his recent article, forthcoming in the Harvard Business Law Review.

Over the last two decades, peer groups have become ubiquitous in executive compensation. Spurred by investor scrutiny and reinforced by SEC compensation-disclosure reforms, boards increasingly justify pay decisions by reference to a set of “peer” firms. Boards rely on metrics such as where compensation sits relative to a peer median, whether incentives are “market,” and whether outcomes are “competitive.” This benchmarking practice has drawn substantial attention from regulators, investors, proxy advisors, and scholars.

But peer groups are doing more than policing pay. In its 2024 proxy statement, American Tower defended its opposition to a change to a core shareholder-rights rule—the ownership threshold required to call a special meeting—by explicitly grounding it in peer practice: “The existing 25% special meeting ownership threshold … is aligned with those of our peers and of S&P 500 companies.” The company immediately doubled down on the peer logic, noting that “of our 23 proxy peers, more than 65%” either had thresholds at or above 25% or provided no special meeting right at all. READ MORE »

Shifting Sentiments Around Long-Vesting RSUs

Posted by Blair Jones, Andrew Almonte, and Conor Gorry, Semler Brossy, on
Monday, April 13, 2026
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Blair Jones is a Managing Director, Andrew Almonte is a Consultant, and Conor Gorry is an Associate at Semler Brossy. This post is based on their Semler Brossy memorandum.

Over the last few years, a robust conversation has been brewing about the effectiveness of performance share units (PSUs) and whether shareholders would be better served by alternative equity approaches, including long-vesting equity awards. These debates have instigated fresh conversations in the boardroom about long-term incentive (LTI) strategy and which equity designs best serve the unique business and talent dynamics at individual companies, even if these designs don’t always align with pay-for-performance orthodoxy. With macroeconomic and geopolitical uncertainty now the norm, we expect these conversations to continue to gain steam, particularly as governance institutions have expressed openness to alternative LTI paths.

ISS’s 2026 policy guidelines and FAQs now recognize time-based programs as “performance-based,” provided they have at least a three-year vesting period and the overall vesting and holding period requirement exceeds five years. The change comes as recent investor surveys conducted by proxy services have begun to show a softening of support for LTI programs primarily composed of PSUs. While most investors and advisors still advocate for a weighting of 50% PSUs, the updated
policy leaves room for exploration in the coming years.

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Delaware LLC Parties Cannot Bypass Fiduciary Waivers via Implied Covenant

Posted by Alex Kaplan and Katie Lutz, Sidley Austin LLP, on
Sunday, April 12, 2026
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Alex Kaplan is a Partner and Katie Lutz is a Law Clerk at Sidley Austin LLP. This post is based on their Sidley memorandum and is part of the Delaware law series; links to other posts in the series are available here.

On April 30, 2025, the Delaware Court of Chancery issued a memorandum opinion dismissing with prejudice a post-closing challenge to the VillageMD acquisition of CityMD. The Delaware Supreme Court later summarily affirmed.

The Delaware Court of Chancery found that where an LLC agreement (i) eliminates fiduciary duties, (ii) authorizes conflicted action/self-interest, and (iii) expressly addresses the challenged conduct through detailed governance and amendment provisions, plaintiffs cannot repackage fairness or disclosure theories as an implied covenant claim. Unlike Delaware corporations — where fiduciary duties are structural and cannot be eliminated by contract — Delaware LLCs and partnerships are built around freedom of contract, and courts will not “import” fiduciary-like obligations by implication when the parties have bargained them away.

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