Monthly Archives: May 2026

AI Corporate Governance and Ben & Jerry’s Risk

Jesse M. Fried is the William Nelson Cromwell Professor of Law at Harvard Law School, and Idan Reiter is an S.J.D. candidate at Harvard Law School. This post is based on their recent paper.

In a recent paper, AI Corporate Governance and Ben & Jerry’s Risk, we critically analyze the governance arrangements of OpenAI and Anthropic. We show that these firms share an unusual built-in conflict. Each raises billions of dollars from profit-seeking investors, and then lets self-appointed individuals override investors and decide, directly or indirectly, whether and how much profit to sacrifice to ensure the firm’s AI benefits humanity. A deep and potentially unmanageable tension is hard-wired into these firms’ corporate DNA.

Such “self-appointed mission guardians” have been used only once before, at Unilever subsidiary Ben & Jerry’s. That experiment ended in spectacular failure, with the guardians causing what we call double trouble: they both harmed investors and achieved the opposite of their mission (as they saw it). Our analysis highlights the risk to firms and their investors of installing such guardians and can explain why Anthropic’s designers opted to install a “kill switch” allowing a super-majority of investors to fire its guardians.

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Uneasy Handshakes: Observations on Informal Settlements in Shareholder Activism

Sergi Corbatera is the Founder and CEO of DEF 14 Inc. This post is based on his DEF 14 memorandum.

Few would expect even the most contentious and high-stakes activist-company disputes to end in something close to a handshake. Yet that is increasingly part of the story. Informal settlements now appear with enough regularity—and in sufficiently high-profile engagements—to make the paradox hard to ignore, even when a proxy contest intervenes along the way.

As used here, an informal activist settlement is a privately negotiated resolution of a disagreement between a company and an activist investor over strategy, governance, capital allocation, leadership, strategic alternatives, or other corporate matters. Unlike a formal settlement, it need not be embodied in a publicly disclosed written agreement. Instead, the outcome may be reflected in press releases and public filings announcing board appointments, related commitments, and statements of support from the activist.

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Remarks by Chairman Atkins on the Role of Economic Analysis in Financial Market Regulation

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 its staff.

Good afternoon, ladies and gentlemen. And thank you, Josh [White], for your generous introduction. Before sharing a few reflections, I must note 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 my fellow Commissioners.

Of course, I should also like to thank those who contributed to the success of this conference—especially the organizers: Amy Edwards, Vlad Ivanov, Katie Fox, Harmony Yang, and Robert Miller from the Division of Economic and Risk Analysis; Meg Wolf and Kathleen Hanley from Lehigh University; and Ian Appel and Caitlin Boyer from the University of Virginia.

Your work to bring together scholars, researchers, and practitioners comes at a consequential moment for the Commission—and for the broader financial system—a moment in which economic analysis is more central than ever to the conduct and durability of sound financial regulation.

You all know better than most that the quality of our work is only as high as the rigor of our inquiry. This rings true in our rulemaking, of course, but no less in the integrity of our enforcement program—especially as we work to return it to its principled roots and original Congressional intent. READ MORE »

Remarks by Chairman Atkins on AI Innovation, Capital Markets, and Regulatory Flexibility

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 its staff.

Good morning, ladies and gentlemen. And thank you to SCSP for the invitation to take part in this year’s Expo. It is a pleasure to be here today with so many esteemed researchers, innovators, and builders from across the nation who are, in the most literal sense, leading America toward new frontiers of technological evolution. You, more than most, understand that the race for technological leadership is not a spectator sport.

To begin, I must note 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 my fellow Commissioners.

250 Years of American Ingenuity

Now, before I turn to the promising moment in which we stand today, I should like to take a brief look backward. Two hundred and thirty-four years ago, two dozen stockbrokers assembled beneath a buttonwood tree on Wall Street to establish the forerunner to the New York Stock Exchange. That simple agreement—less than a hundred handwritten words and far from perfect—set in motion a system that would govern the flow of capital for generations.

In the centuries since, our markets have never stood still. They have expanded, evolved, and reinvented themselves in lockstep with the ideas and technologies of each successive era. Markets channel human ingenuity toward society’s most intractable problems by rewarding those who develop the most innovative solutions that others value enough to buy. They are, as Adam Smith said exactly 250 years ago, the mechanism by which the invisible hand transforms the pursuit of personal gain into the promotion of the public good.

The SEC’s role, in turn, is to safeguard those markets that allow the spark of creativity to benefit society. When the agency performs that role well, capital finds its way to the ideas and people most capable of putting it to work—and innovation emerges. But when the SEC does not step up—when it is too slow, too rigid, or too inclined to treat novelty as inherently suspect—it can suffocate the spark that it was meant to protect under piling costs and uncertainty.

The SEC’s posture toward innovation carries outsized consequences, not just for the financial markets more broadly, but for the firms that it directly regulates. The Commission wields a wide range of tools, from innovation-friendly exemptions to outright prohibitions, that, when used, can either foster or halt the adoption of new technologies. At its best, the Commission can meet innovation with thoughtfulness.

For example, in the late 1990s, electronic trading systems surged in popularity, unsettling old assumptions about how markets should function. But following several years of incremental no-action letters, then-Chairman Arthur Levitt believed it behooved the SEC to provide regulatory flexibility for the electronic markets to innovate. The resulting framework—Regulation Alternative Trading Systems, or “Reg ATS,” —allowed for ATSs to be regulated as broker-dealers, compared to being regulated as full-fledged national securities exchanges.

Indeed, the Commission did not force that innovation into a rigid framework on day one. It allowed space for development, it issued targeted guidance, and as the market matured, it built a fit-for-purpose regulatory architecture around it.

More recently, the Commission staff has emulated this approach by willingly addressing the novel questions that rapidly changing blockchain technology presents to markets. Since the start of this Administration a year ago, the staff has issued guidance in the form of statements, FAQs, and no-action letters that reduce legal uncertainty and identify paths to compliance for issuers, registrants, and other market participants seeking to apply this technology to their operations.

Willingness—like that of Chairman Levitt—to allow innovation to take shape is one of the central reasons that our markets have remained the deepest, most liquid, and most resilient in the world. It is also a lesson worth calling to mind as evolving technologies find their footing across our markets and the institutions that serve them.

AI & Agentic Finance

Take, for example, artificial intelligence. There is a common tendency, understandable but erroneous, to treat AI as an unprecedented invention, a rupture in the fabric of history requiring an entirely new regulatory regime. In some respects, the pace of innovation is new. But the animating force behind it is not.

AI is part of a long line of capability-expanding tools and mind-aiding instruments, from the telegraph to the ticker tape, and the electronic order book onward—each in its time seeming to demand wholly new systems of safeguards.

Unique to AI, however, is the scale at which it operates. Machines now have the capacity to assist in decision-making at an exponential scope and speed that is reshaping industries across our economy. Firms can process vast quantities of information faster and identify patterns with more precision than ever before.

They can manage risk through methods that many considered impossible only a few years ago—and extend access to sophisticated financial tools to investors who previously lacked them. These are not trivial gains—they are the types of efficiencies that deepen markets and broaden participation in them.

Of course, these features that can create value also carry the potential to introduce new vulnerabilities. If models are opaque, it becomes harder to understand how decisions are reached and by whom. If tools are widely adopted across the industry, errors could propagate at an alarming speed. And if bad actors gain access to these systems, the consequences could be amplified in ways that are difficult to anticipate and still harder to contain.

Yet, however rapidly the technological landscape may change, our foundational principles do not.

That means that firms remain responsible for the outcomes of the tools that they deploy and for informing investors of how those tools are used. For our part at the SEC, we will not dictate which models firms must use, nor will we cement today’s technology as the standard for tomorrow. Past regulatory postures teach us that such an approach would age poorly—and would almost certainly miss the mark.

Rather, what we will do is remain laser focused on the mandate that Congress assigned to our agency: that is protecting investors; maintaining fair, orderly, and efficient markets; and facilitating capital formation. Our job is to set the rules of play and referee the game, not to pick the winning team.

Onchain Financial Markets

Of course, that imperative is equally pressing in how we approach the multiplying number of market participants moving onchain.

Our existing framework identifies regulated market functions through distinct categories: namely, brokers or dealers, exchanges, clearing agencies, and transfer agents.

But software applications today do not always organize themselves neatly along these categorical lines. A single protocol can execute a trade, manage collateral, route liquidity, execute trading strategies through vault structures, and settle the transaction—all within a unified, automated system, often within seconds.

Now, allow me to outline areas in which I think the Commission needs to provide greater clarity as to how those principles apply in the context of onchain markets.

First, market participants should have a clear sense of how onchain trading systems can operate within the regulatory perimeter. To that end, while I anticipate that the Commission will consider a limited innovation pathway in the near future, I also think we should consider what a future-proofed framework may look like, which would take the form of notice and comment rulemaking and would address the “exchange” definition as applied to onchain trading systems.

Second, we should further consider the application of the broker and dealer definitions and the associated regulatory framework to these activities, including by addressing some of the issues raised in a recent staff statement on software interfaces.[1] This policy initiative may involve notice and comment exemptive rulemaking as well.

Third, I think we should ultimately consider rulemaking to address the definition of “clearing agency” with respect to persons facilitating onchain clearing and settlement, specifically to confirm which general-purpose activities fall outside the scope of the definition. When settlement is near-instantaneous and counterparty risk is managed algorithmically, the traditional clearing agency model requires fresh analysis.

Lastly, I think we should consider ways to provide clarity surrounding what are commonly referred to as “crypto vaults,” particularly regarding Securities Act and Advisers Act touch-points. Crypto vaults are onchain software applications that are often designed to allow users to earn yield passively through the deployment of their assets into yield-generating opportunities onchain.

As the Commission considers these policy initiatives, we should remember that onchain market structures today are often hybrid in nature, combining elements of what are often referred to as “traditional” and “decentralized” finance. We should clarify how the Commission views the spectrum of models that may implicate our statutes through notice and comment rulemaking, using our exemptive authorities where necessary and prudent, all with full participation from innovators, investors, and the public alike.

In any event, continued engagement with investors, market participants, and our fellow regulators is vital. These issues do not always fall neatly within a single jurisdiction. Therefore, regulatory coordination is not a nicety. It is a necessity, if we are to avoid a patchwork that creates confusion and leaves investors unprotected in the gaps.

The SEC will keep moving forward in its work to accommodate markets moving onchain. But as we do, I continue to echo my call for Congress to send the CLARITY Act to President Trump’s desk. Because, while I intend to future-proof our efforts through notice and comment rulemaking, there is no more powerful way to future-proof than enshrining sound statutory language in law.

The Path to America’s Continued Leadership

But for now, let me close with this.

Moments such as the one in which we find ourselves today test whether a nearly century-old regulatory system can bend to accommodate innovation without breaking at its core. And they command a choice.

The easy road is to reject change, and to treat evolving technology as a threat to be ignored, contained, or forced into existing regulatory categories. And, where those approaches fail, it is to leverage uncertainty to push innovation off American shores.  The experience of the offshore growth and implosion of FTX demonstrates the folly of pretending that Americans will not be harmed if we do not address innovative technologies and thereby force them offshore.

The more demanding road—but ultimately the more rewarding one—leads first to understanding, and then, where necessary, to careful adjustment and recalibration.

The United States has remained the leader of global markets because, at our best, we have continually devised new ways to integrate innovation into our capital markets, while keeping them worthy of investors’ trust.

The original buttonwood tree on Wall Street no longer lives, but its progeny is in its place. Likewise, the basic principle of what started underneath that original tree and evolved over time endures—that capital markets, structured properly, can unleash the might of American dynamism as no central authority could. Our task—as it always has been—is to preserve that principle for the next quarter millennium and beyond.

An opportunity to do so lies in front of us today. I intend to seize it. And I am confident that, working together, we will.

Thank you very much for your time today. You all have been a patient and indulgent audience. And I look forward to the work ahead of us. Thank you.


1 Division of Trading and Markets, Staff Statement Regarding Broker-Dealer Registration for Certain User Interfaces (Apr. 13, 2026), available at https://www.sec.gov/newsroom/speeches-statements/staff-statement-regarding-broker-dealer-registration-certain-user-interfaces-utilized-prepare-staff-statement-regarding-broker-dealer-registration-certain-user-interfaces-utilized (go back)

Prevalence of CEO Personal Security Perquisites Continues to Rise

Kyle Eastman is a Partner and Gray Broaddus is a Senior Analyst at Compensation Advisory Partners. This post is based on their CAP memorandum.

The fatal shooting of UnitedHealthcare CEO Brian Thompson in December 2024 brought renewed attention to executive security programs and prompted widespread discussions among boards and compensation committees regarding whether to introduce or enhance security protections for senior executives. While the incident intensified these discussions, proxy disclosures suggest that the upward trend in CEO personal security perquisites was already underway and has continued at a similar pace.

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Weekly Roundup: May 1-7, 2026


More from:

This roundup contains a collection of the posts published on the Forum during the week of May 1-7, 2026

What Explains the Rise in CEO Age?


Socially Minded Investors and Corporate Behavior


The Path to the Boardroom for Technology Executives


Chancery Finds Investment Manager’s Board May Have Breached Fiduciary Duties, Aided and Abetted by the Buyer


Why Employee Share Ownership Matters for Long-Term Value Creation




Statement by Commissioner Uyeda on Proposing Release for Semiannual Reporting


Statement by Chair Atkins on Proposing Release for Semiannual Reporting


SEC Order Allows 10-Business-Day Minimum Offer Periods


Leader-Follower Dynamics in Shareholder Activism


ESG Shifting Tides: An Analysis of the Changing Narrative around Sustainability and ESG Investment Contraction


ESG Shifting Tides: An Analysis of the Changing Narrative around Sustainability and ESG Investment Contraction

Eleanor Viney is an Analyst, Neil McCarthy is Co-Founder and Chief Product Officer, and Emily Drazan Chapman is a Legal AI Architect at DragonGC. This post is based on their DragonGC memorandum.

Executive Summary

The Environmental, Social, and Governance (“ESG”) framework, once a dominant feature across corporate governance and sustainable finance, has declined in prominence, retreating from both corporate disclosures and investor focus. This report quantifies that retreat through two lenses: (1) the elimination and re-branding of ESG terminology in S&P 500 and Fortune 1000 DEF 14A proxy and Form 10-K filings, and (2) the sustained capital exodus from ESG-designated mutual funds and ETFs. Together, these illuminate the impact of recent regulatory, political, and market developments on the ESG framework, indicating that the tides are turning against ESG narratives as well as ESG investment.

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Leader-Follower Dynamics in Shareholder Activism

Gonzalo Cisternas is a Financial Research Advisor in the Research and Statistics Group at the Federal Reserve Bank of New York. This post is based on a recent article, forthcoming in the Journal of Finance, by Mr. Cisternas; Doruk Cetemen, an Associate Professor at LUISS Guido Carli and Royal Holloway, University of London; Aaron Kolb, an Associate Professor of Business Economics and Public Policy (BEPP) at Indiana University Kelley School of Business; and S. “Vish” Viswanathan, the F.M. Kirby Professor of Investment Banking at the Fuqua School of Business, Duke University.

Activist shareholders play a central role in moderns corporations. Such blockholders range from investors who actively jawbone or break up firms, to index funds that are largely passive in that they limit themselves to voting. Crucially, in between is a group of hedge funds that have embraced activism as a business strategy in the last decades. Campaigns involving these highly strategic and trading-intensive blockholders have become ubiquitous, often featuring a “lead investor” supported by group of “follower funds”, all with stakes that, individually, are not enough to control targets. This phenomenon—termed “wolf pack activism”—has received considerable attention by practitioners, policymakers and academics, both due to its importance and its rather secretive nature. In fact, while the current regulation in the U.S. permits some degree of communication among blockholders, there are substantial costs for activists who are perceived as acting as a formal group. A fundamental question then arises, one that goes beyond hedge funds: how do leader blockholders gear up to intervene in firms in settings when (i) other investors think alike and can be influenced, but (ii) explicit agreements are not possible?

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SEC Order Allows 10-Business-Day Minimum Offer Periods

Piotr Korzynski, Mark Mandel, and Steven Sandretto are Partners at Baker & McKenzie LLP. This post is based on a Baker McKenzie memorandum by Mr. Korzynski, Mr. Mandel, Mr. Sandretto, Michael Pilo, and Carol Stubblefield.

In brief

On April 16, 2026, the US Securities and Exchange Commission’s (SEC) Division of Corporation Finance, Office of Mergers and Acquisitions issued an exemptive order that establishes a new framework for certain qualifying equity tender offers to remain open for a minimum of 10 business days, instead of the 20-business-day minimum generally required under Exchange Act Rules 13e-4(f)(1)(i) and 14e-1(a). The relief is designed to address market inefficiencies, reflect technological developments and reduce exposure to market fluctuations, while remaining consistent with investor protection goals. The order applies to (i) certain negotiated, all-cash third‑party tender offers for US reporting companies, (ii) certain issuer self-tender offers by reporting companies, and (iii) certain issuer (or wholly owned subsidiary) tender offers by nonreporting companies (i.e., private companies which are not required to file reports under Exchange Act Section 15(d)).

For public company M&A practitioners and parties, the primary impact will be on so‑called two-step mergers in which the first step is a tender offer that otherwise qualifies under the order for the abbreviated initial minimum offer period and immediately precedes a second-step, back-end merger, allowing such mergers the opportunity to close faster than existing SEC rules permit.

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Statement by Chair Atkins on Proposing Release for Semiannual Reporting

Paul S. Atkins is the Chairman of the U.S. Securities and Exchange Commission. This post is based on his recent statement. The views expressed in the post are those of Chairman Atkins and do not necessarily reflect those of the Securities and Exchange Commission or its staff.

Today, the Commission proposed amendments to provide public companies with the option of filing one semiannual report, on a new Form 10-S, in lieu of three quarterly reports on Form 10-Q.[1] This proposal is part of my Make IPOs Great Again agenda that is aimed at incentivizing companies to go and stay public.

Public companies have an obligation under the federal securities laws to provide information that is material to investors. Yet, the rigidity of the SEC’s rules has prevented companies and their investors from determining for themselves the interim reporting frequency that best serves their business needs and investors. Today’s proposed amendments, if ultimately adopted, would provide companies with increased regulatory flexibility in this regard.

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