Monthly Archives: May 2026

Attacks on ESG Investing are Also Attacks on Company Support for Sustainability

Timothy Smith is the Senior Policy Advisor at the Interfaith Center on Corporate Responsibility (ICCR). This post is based on his ICCR report.

In the last few years there have been mounting attacks against “woke capitalism” and ESG investing. We are seeing these attacks in state legislatures and Congress, as well as from the White House and conservative investors. While these attacks are part of the American landscape, in Europe, ESG investing and corporate sustainability are widely supported. Interestingly, these public attacks on “woke capitalism” target Walmart as much as BlackRock. Yet, literally thousands of major companies publish annual sustainability and corporate responsibility reports outlining their values, the business case for acting as responsible corporate citizens, and their goals and work on the environment, social issues, and governance.

Some companies work within their industries to promote leadership on issues like methane emissions, human rights in supply chains, reduction of the use of plastic, or reduction of greenhouse gases (GHGs).

The Business Roundtable’s 2019 Statement on the Purpose of a Corporation,[1] endorsed by 181 CEOs, correctly acknowledged that the modern corporation needs to be accountable to all of its stakeholders including its workers, customers, and the communities where it operates.

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Chancery Rules Stockholder, through its Board Designee, May Have Conspired with Company Fiduciaries to Commit Fraud

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 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 Diem-II, LLC and Diem-III, LLC v. Maisonette (Mar. 4, 2026), the Delaware Court of Chancery, at the pleading stage of litigation, rejected dismissal of the plaintiffs’ claims that they had been fraudulently induced to invest in the Series C and D financing rounds of Maisonette Inc. (the “Company”). The Company had provided the plaintiffs with unaudited financial statements and, after the plaintiffs invested, they learned that, while they were conducting due diligence, the Company had restated its financial statements. The restatement reflected lower earnings-based results than were reflected in the financial statements that had been provided to the plaintiffs. The plaintiffs claimed that the Company, its directors, its CFO, and the private equity fund that was its largest stockholder (the “Stockholder”), in order to induce the plaintiffs to invest, had intentionally provided financial statements that they knew were “not entirely accurate.”

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Roles and Responsibilities: Threshold Questions in Enterprise AI Adoption

Kevin Schwartz is a Partner at Wachtell, Lipton, Rosen & Katz. This post is based on his Wachtell Lipton memorandum.

As companies rapidly move artificial intelligence out of the pilot sandbox and into their ordinary operating architecture, boards and executives must confront new questions about the roles AI may assume in corporate processes that long have depended on human judgment, deliberative documentation, and clear lines of authority and accountability. These traditionally human roles, which implicate how corporations create, protect, and take responsibility for their information, are now being presented to companies bedecked in AI raiments: AI that takes notes; AI that synthesizes internal work product; AI that triages HR or compliance matters; AI that monitors internal controls; and even AI that communicates with customers, counterparties, and employees as an executive’s ‘digital twin.’

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What Corporate Boards Need to Know and Do About Anthropic’s Mythos and Project Glasswing

Bob Zukis is Founder and CEO at Digital Directors Network, and Jesse H. Webb is CISO and SVP at Avalon Healthcare Solutions.

What Corporate Boards Need to Know and Do About Anthropic’s Mythos and Project Glasswing

Anthropic’s announcement of Claude Mythos Preview and Project Glasswing marked an important development in AI-enabled vulnerability discovery and cybersecurity. This advancement releases a powerful frontier AI model through a controlled defensive-security initiative rather than a broad public release. Providing Mythos to strategically and systemically important organizations creates a temporary shift in the balance of power between attackers and defenders.

For corporate boards, the significance is not merely technical. AI-enabled vulnerability discovery may give defenders a temporary tactical advantage, but the real governance question is whether management can convert better visibility, and the ability to see latent risk into prioritized remediation, stronger prevention, and durable cyber resilience.

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District Courts Weigh in on Shareholder Proposal Exclusions

Helena K. GrannisShuangjun Wang, and Abena Mainoo are Partners at Cleary Gottlieb Steen & Hamilton LLP. This post is based on a Cleary Gottlieb memorandum by Ms. Grannis, Ms. Wang, Ms. Mainoo, J.T. HoAfrah Tahir, and Bobby Bee.

Three federal district courts have issued the first substantive Rule 14a-8 rulings of the season with mixed results: two courts denied shareholder requests for injunctive relief, and one granted relief subject to a $20,000 bond. As a practical matter, two companies filed their 2026 proxies without the challenged proposals, while the third included the proposal. None of the three, however, is a final merits decision; each reflects a court’s likelihood-of-success forecast, not a definitive ruling on excludability. Notably, all three decisions turned on Rule 14a-8(i)(7), the “ordinary business” basis, described by one court as a “perplexing” issue and by two courts as the “most perplexing” substantive exclusion ground. This alert walks through what the courts said, what they did not say, and what the rulings suggest for issuers still navigating exclusion decisions.

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2026 Policy Updates from Key Investors

Rajeev Kumar is a Senior Managing Director and Daniel Chang is a Senior Analyst at Georgeson Advisory, and Meighan McGowan is the Head of Business Development for Investor Engagement in North America at Computershare. This post is based on their Georgeson memorandum.

Notable Policy Changes from Key Investors:

  • Capital International, Inc. and Capital Research and Management Company
    (Capital Group)
    – Reincorporation
  • Geode Capital Management, LLC (Geode) – Say on Pay Frequency, Equity Plans, and Reincorporation
  • T. Rowe Price Associates, Inc. (TRPA) – Director Overboarding, Board Diversity and Composition
  • Goldman Sachs Asset Management (GSAM) – Company Engagement, Board Diversity and Composition, Board Tenure, Reincorporation, and Say on Pay
  • Dodge & Cox – Reincorporation
  • New York State Common Retirement Fund (NYSCRF) – Reincorporation, Say on Pay Frequency, and Emerging Shareholder Proposals (Re Data Center Growth and AI Governance)

As the 2026 proxy season gets underway, several key institutional investors have released updates to their voting policies, reflecting evolving expectations on governance, sustainability, and shareholder rights. Selected key revisions – summarized below – signal potential shifts in how these investors may evaluate proposals and engage with companies in the coming year.

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Weekly Roundup: May 15-21, 2026


More from:

This roundup contains a collection of the posts published on the Forum during the week of May 15-21, 2026

SEC Proposes to Implement Optional Semiannual Reporting



Court Order Signals New Era for Shareholder Proposals Under Rule 14a-8


SEC Proposes Semiannual Reporting Framework




Effective Board Oversight of Sustainability Strategy


Top IPO, Weak Governance


Current Developments in Takeover Law and Practice



Delaware Supreme Court Affirms Dismissal of Premature Challenges to Advance Notice Bylaws




Audit Committee Considerations for SEC’s Proposal on Semiannual Reporting

Ray Garcia is a Partner, Paul DeNicola is a Principal, and Tracey-Lee Brown is a Director at PricewaterhouseCoopers LLP. This post is based on their PwC memorandum.

What the audit committee needs to know

On May 5, the SEC issued a rule proposal that would provide an optional semiannual reporting framework as an alternative to the existing quarterly reporting framework. The optional semiannual reporting framework would be available to any registrant currently required to file a quarterly report on Form 10-Q.

Form 10-S would replace Form 10-Q for semiannual filers

A company that elects the semiannual reporting framework (a semiannual filer) would forgo filing quarterly reports on Form 10-Q (for the first, second, and third quarters of its fiscal year) and would instead file one interim report covering the first half of the fiscal year on new Form 10-S. Form 10-S would require the same information that is currently required by Form 10-Q, except that the financial information (and related disclosures) would cover the fiscal six-month period instead of a quarter. Unlike Form 10-Q, which requires presentation of both quarter-to-date and year-to-date periods, Form 10-S would only require presentation of the year-to-date (i.e. semiannual) period, though voluntary presentation of quarterly information would be permitted. The financial statements in Form 10-S would be required to be (1) prepared under US GAAP, (2) reviewed by the auditor, and (3) data tagged using Inline XBRL.

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Rebuttal to “Delaware Law Permits Companies to Adopt Mandatory Arbitration Clauses”

Mohsen Manesh is the Mr. & Mrs. L.L. Stewart Professor of Business Law at the University of Oregon School of Law.

Delaware Law Does Bar Mandatory Arbitration of Federal Securities Claims

In an earlier post for the Harvard Forum on Corporate Governance, Freshfields lawyers Doru Gavril and Mia Tsui argue that, “contrary to conventional wisdom,” Delaware law permits public companies to adopt mandatory arbitration clauses for federal securities claims in their charters and bylaws. But their hyper-textual reading of DGCL § 115(c) is wrong. It conflicts with the statute’s own legislative synopsis, the parallel architecture between DGCL § 115(a) and (c), and the unanimous reading of the corporate bar. The Federal Arbitration Act preemption argument they advance is not new, and it is not the slam dunk it claims to be.

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Delaware Supreme Court Affirms Dismissal of Premature Challenges to Advance Notice Bylaws

Scott Barnard, Stephanie Lindemuth, and Doug Rappaport are Partners at Akin Gump Strauss Hauer & Feld LLP. This post is based on an Akin Gump memorandum by Mr. Barnard, Ms. Lindemuth, Mr. Rappaport, Kate D. Shapiro, Lindsey Prutsman, and Shiri Huber, and is part of the Delaware law series; links to other posts in the series are available here.

Key Takeaways

  • On April 29, the Delaware Supreme Court affirmed dismissal of stockholder suits challenging advance notice bylaws adopted by The AES Corporation and Owens Corning, holding the stockholders’ claims were brought too soon and were therefore unripe.
  • The Court reiterated that advance notice bylaws are “twice‑tested,” first for legal authorization, then by equity, but emphasized that equitable review requires a ripe controversy.
  • The Court did not announce a categorical rule that a rejected nomination is always required to challenge bylaws; it held only that these claims, including the hypothetical deterrence effect on board nominations, were too abstract to support declaratory or injunctive relief.

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