Weekly Roundup: July 24-30, 2026

This roundup contains a collection of the posts published on the Forum during the week of July 24-30, 2026

Comment Letter on the SEC’s Proposal to Replace Quarterly Reporting with Semiannual Reporting

Posted by Carine Smith Ihenacho and Snorre Gjerde, Norges Bank Investment Management, on Friday, July 24, 2026

Tags: Comment letters, disclosure requirements, Financial reporting, Form 10-Q, Form 10-S, Periodic reporting, Public Company Disclosure, Quarterly Reporting, SEC, Semiannual Reporting

Delaware Chancery Clarifies Implied Covenant Limits

Posted by Gail Weinstein, Philip Richter, and Steven Epstein, Fried, Frank, Harris, Shriver & Jacobson LLP, on Saturday, July 25, 2026

Tags: breach of contract, commercial contracts, contract interpretation, Contract Law, contractual gap-filling, delaware, Delaware law, Delaware litigation, implied covenant of good faith and fair dealing, third-party consent

New Day, New Rules: Five Key Aspects of Amended DGCL Section 144 and Section 220

Posted by Edward Micheletti, Jenness Parker, and Lauren Rosenello, Skadden, Arps, Slate, Meagher & Flom LLP, on Sunday, July 26, 2026

Tags: Books and records, Conflicted Transactions, delaware, Delaware Corporate Law, Delaware General Corporation Law, Delaware law, Section 144, Section 220

Narrow Supreme Court Ruling Allows SEC to Obtain Disgorgement, But Leaves Questions Unresolved

Posted by Caitlyn Campbell, John Nowak, and Paul Helms, McDermott Will & Schulte, on Monday, July 27, 2026

Tags: Disgorgement, Financial Enforcement, SEC enforcement, Securities fraud, Securities regulation, U.S. Supreme Court

What You are Likely to Hear in the Boardroom: External Forces Reshaping Executive Compensation

Posted by Steve DeMaria and Lane Ringlee, Pay Governance LLC, on Monday, July 27, 2026

Tags: Compensation committees, Executive Compensation, Proxy voting, Say on pay, SEC Disclosure, shareholder engagement

The Delaware Supreme Court Issues a 3-2 Split Decision Allowing Post-Demand Evidence to Be Admissible in Section 220 Actions

Posted by Lauren Rosenello and Tanisha Brown, Skadden, Arps, Slate, Meagher & Flom LLP, on Tuesday, July 28, 2026

Tags: delaware, Delaware Corporate Law, Delaware law, Delaware Supreme Court, Section 220 Books and Records, Shareholder litigation, Stockholder Inspection Rights

Comment Letter on the Proposed Semiannual Reporting Rule

Posted by Nell Minow, ValueEdge Advisors, on Tuesday, July 28, 2026

Tags: Comment letters, Form 10-Q, Form 10-S, Quarterly Reporting, SEC, Semiannual Reporting

SEC Issues Guidance on Disclosure Obligations for Activist Fund Structures Under Schedules 13D and 14A

Posted by J.T. Ho, Lillian Tsu, and Julie Rong, Cleary Gottlieb Steen & Hamilton LLP, on Wednesday, July 29, 2026

Tags: Disclosure and Reporting, investment funds, Proxy Rules, SEC and Securities Laws, SEC Guidance, Shareholder activism

2026 Proxy Season Review

Posted by Shannon Saffari, Anteris Advisors, on Wednesday, July 29, 2026

Tags: Executive Compensation, Proxy season, Proxy voting, Shareholder activism, shareholder engagement, Stewardship and institutional investors

Are Hints Disclosures? Delaware Supreme Court Revives M&A Fraud Claim Despite Buyer’s Red Flags

Posted by Frank J. Favia Jr., Jonathan A. Dhanawade, and Andrew J. Stanger, Mayer Brown LLP, on Thursday, July 30, 2026

Tags: Contract representations & warranties, Delaware law, Due diligence, fraud, Material adverse effect, Mergers & acquisitions

Anticipating the Swing of the Corporate Responsibility Pendulum

Posted by Michael Peregrine, on Thursday, July 30, 2026

Tags: Board of Directors, Business ethics, Compliance and Ethics, Corporate responsibility, fiduciary duty, Risk management