Monthly Archives: July 2026

2026 Say-on-Pay Trends

Posted by AJ Patterson, Rachael Harrison, and Robert Kalb, Aon plc, on
Thursday, July 16, 2026
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AJ Patterson is an Associate Partner, Rachael Harrison is a Director, and Robert Kalb is a Director on the Global Corporate Governance team at Aon plc. This post is based on their Aon plc memorandum.

Say-on-Pay outcomes in the 2026 proxy season have remained broadly favorable, continuing a multi-year trend of strong shareholder support and limited opposition. Fewer companies have experienced low support or failed votes, reflecting generally aligned pay and performance outcomes across much of the market. These results have been supported, in part, by strong equity market performance in 2025.

At the same time, investors and proxy advisors continue to scrutinize company-specific compensation decisions, with certain factors continuing to drive lower support levels. This has been particularly relevant over the past year, as compensation committees have navigated ongoing macroeconomic volatility and sought ways to reflect unexpected circumstances outside management’s control (such as the effects of tariffs) fairly within compensation program design and payout determinations.

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Quarterly SEC Round-Up – Q2

Posted by Igor Rogovoy, Kristina Trauger, and Mas Harntha, Linklaters LLP, on
Thursday, July 16, 2026
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Igor Rogovoy and Kristina Trauger are Partners and Mas Harntha is a Senior Associate at Linklaters LLP. This post is based on a Linklaters memorandum by Mr. Rogovoy, Ms. Trauger, Ms. Harntha, Mike Bienenfeld, and Jeffrey Cohen.

Major Reforms on the horizon

Proposed move to semiannual reporting

In May 2026, the SEC proposed allowing US domestic reporting companies to choose between quarterly reports on Form 10-Q or semiannual reports on a new Form 10-S. Companies would make their election via a check-box on the Form 10-K cover page, committing to the chosen frequency for the remainder of that fiscal year, while newly public companies would elect on their registration statement cover page. The proposal would not change the foreign private issuer (“FPI”) reporting regime, which the SEC may tackle in connection with last year’s FPI eligibility concept release.

Proposed reform of public offering and reporting regimes

The SEC also issued two other major proposals in May 2026, focused on reforming filer status and registered offerings, which have the potential to significantly alter the US public company offering and reporting regime. The filer status proposal would create a minimum five-year IPO on-ramp during which all new US domestic registrants, regardless of public float, are provided significant accommodations, including an exemption from the auditor attestation on internal controls over financial reporting requirement. The proposal would also reform the filer status categories such that most public companies would be deemed “non-accelerated filers” with extended deadlines for filing annual and quarterly reports. Further, the registered offering proposal would significantly expand the category of issuers eligible to use Form S-3 and rely on certain “well-known seasoned issuer” benefits, which would mean smaller public companies would have access to shelf registration for the first time in decades. As proposed, however, none of these changes would apply to FPIs.

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SEC Chairman Signals Reassessment of Rule 14a-8 Regime

Posted by David A. Katz, Elina Tetelbaum, and Loren Braswell, Wachtell, Lipton, Rosen & Katz, on
Wednesday, July 15, 2026
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David A. Katz and Elina Tetelbaum are Partners, and Loren Braswell is Counsel at Wachtell, Lipton, Rosen & Katz. This post is based on their Wachtell Lipton memorandum.

In his remarks at the 2026 Society for Corporate Governance Conference, SEC Chairman Paul Atkins outlined one of the central tenets of his policy agenda: to restore the “foundation” of the SEC’s original mandate on requiring the disclosure of “material” information. The speech addressed a number of significant topics, including the SEC’s ongoing review of Regulation S‑K, the notion of a potential overarching materiality qualifier—or a “materiality overlay”— that would permit companies to omit information otherwise called for by Regulation S-K if such information is not material, and the Chairman’s concerns regarding the broad proliferation of disclosures that are unhelpful to companies and their investors.

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The End of the Beginning in Corporate Law: SB 21 and the Ab Initio Requirement

Posted by Roy Shapira (Reichman University), on
Wednesday, July 15, 2026
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Roy Shapira is Full Professor at Reichman University, Visiting Mehrotra Professor at BU Questrom School of Business, Visiting Senior Fellow at Harvard’s Program on Corporate Governance, and an ECGI Research Member. This post is based on his recent article and is part of the Delaware Law Series; links to other posts in the series are available here.

How did Delaware’s SB 21 reform change corporate law? In corporate circles and the general media, critics framed the reform as a concession to powerful controlling shareholders, while proponents defended it as a necessary response to judicial overreach. Most of the public debate focused on the high-profile provisions concerning who counts as a controlling shareholder and which transactions trigger heightened scrutiny.

But a more revealing change largely escaped attention: SB 21 also eliminated corporate law’s timing requirement. Before SB 21, controllers seeking to cleanse conflicted transactions had to adopt procedural safeguards from the outset (“ab initio”), before deal negotiations began. If a controller initially approached the CEO or board to discuss deal terms, and only later started negotiating with a special committee of independent directors and committed to a majority-of-minority shareholder vote, the transaction remained subject to entire fairness review. Over the preceding decade, the ab initio requirement became one of the most consequential prerequisites in conflicted-transaction litigation. Yet the legislature omitted it without explanation. And neither practitioner nor academic commentary has supplied a theory of why timing matters.

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AI in Stewardship: A Strategic Framework for Asset Managers

Posted by Will Goodwin, Tumelo, on
Wednesday, July 15, 2026
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Will Goodwin is the Co-founder & Head of US Sales at Tumelo. This post is based on his Tumelo report.

This post is adapted from the Tumelo white paper, “AI in stewardship: a strategic framework for asset managers”. It argues that AI is reshaping the stewardship function just as the proxy-advisory duopoly comes under regulatory pressure. Written by co-founder Will Goodwin, it sets out how the firms that build the right infrastructure now — and connect AI to it the right way — will run functions that are cheaper, faster, more bespoke, and deliver better outcomes for clients.

Introduction

Every industry is currently working out what AI means for it.

Stewardship is more exposed than most. The function is under increased operating pressure from several directions at once — complex ballot issues, expanding regulatory disclosure, RFPs and client-reporting work absorbing senior analyst time. On top of that, there’s a structural shift on the supply side: the proxy advisors that most asset managers have relied on are now under serious regulatory scrutiny — and for the first time, credible alternatives are emerging.

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Shareholder Engagement: A Director’s Guide to Building Investor Credibility and Confidence

Posted by Matt DiGuiseppe, Gregory Johnson, and Ariel Smilowitz, PricewaterhouseCoopers LLP, on
Tuesday, July 14, 2026
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Matt DiGuiseppe is Managing Director, and Gregory Johnson and Ariel Smilowitz are Directors at PricewaterhouseCoopers LLP. This post is based on their PwC memorandum.

Introduction

Director–shareholder engagement is undergoing a fundamental shift. Since the beginning of 2025, changes in regulation, market structure, and investor behavior have made engagement more complex and increasingly more direct between directors and shareholders.

Investors are bringing a wider range of priorities and perspectives to their engagements with companies. Asset managers’ proxy voting is increasingly fragmented across teams, client-directed voting programs, and technology-enabled decision-making, with some investors relying on proprietary platforms, data, and AI tools to inform voting. These changes are resulting in more customized and less standardized voting approaches, making outcomes less predictable. In parallel, regulatory developments and heightened scrutiny of investor influence are reshaping how investors engage (see appendix).

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What the SEC’s Proposed Rescission of its Climate-Related Disclosure Rules Signals for Future Disclosure Rulemaking Beyond Climate

Posted by Erik Gerding, Melissa Hodgman, and Ginger Hervey, Freshfields US LLP, on
Tuesday, July 14, 2026
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Erik Gerding and Melissa Hodgman are Partners and Ginger Hervey is an Associate at Freshfields US LLP. This post is based on their Freshfields memorandum.

On May 29, 2026, the U.S. Securities and Exchange Commission (the SEC, or the Commission) voted to propose the rescission of its March 2024 climate-related disclosure rules in their entirety. The Commission’s decision to walk back the rules – which had been stayed by a federal court since April 2024 and never took effect – was not unexpected. The Commission abandoned its defense of the rules in March 2025, and the Eighth Circuit subsequently held the challenges in abeyance pending the Commission’s consideration of whether to modify or rescind the rules.

What is potentially significant, however, is how the Commission justified proposing to rescind the rules – and what that justification could mean for the future of SEC disclosure rulemaking well beyond climate. In short, the arguments the Commission outlined in the May 29 release (the Rescission Proposing Release) set out a roadmap for future plaintiffs to challenge not only other so-called “ESG” disclosures required by the SEC, but potentially a swath of other disclosure rules as well, many of which have been in place for an extended period of time. This roadmap for plaintiffs, in turn, could complicate efforts by future Commissions to issue new disclosure rules, whether on “ESG” matters or otherwise. The legal theories outlined in the Rescission Proposing Release seem designed to cabin the agency’s future rulemakings, perhaps dramatically.

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Proxy Season 2026: Director Support & Board Independence

Posted by Subodh Mishra, ISS STOXX, on
Monday, July 13, 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 Kevin Kim, Senior Associate for Compensation & Governance Advisory; and Toby Huang, Senior Associate for Data Analytics, at ISS-Corporate.

Director support remains uneven: governance chairs continue to see the lowest backing, while overall support has only recently rebounded from 2023 lows, highlighting persistent investor scrutiny of accountability and oversight.

In this iteration of our ongoing series covering the 2026 U.S. proxy season, we examine trends surrounding director support in the Russell 3000. Over the past five years, director support levels for all positions were at their lowest in 2023, though support has increased since then. However, median director support continues to vary depending on the director’s role. In particular, governance chairs continue to receive the lowest levels of support, which may be driven by ongoing shareholder concerns over issues for which they are generally held accountable. In this iteration of our ongoing series covering the 2026 U.S. proxy season, we examine trends surrounding director support in the Russell 3000. Over the past five years, director support levels for all positions were at their lowest in 2023, though support has increased since then. However, median director support continues to vary depending on the director’s role. In particular, governance chairs continue to receive the lowest levels of support, which may be driven by ongoing shareholder concerns over issues for which they are generally held accountable.

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Recent Decisions Amplify Delaware Law on Forum Selection Provisions and Bylaws

Posted by Gail Weinstein, Philip Richter, and Steven Epstein, Fried, Frank, Harris, Shriver & Jacobson LLP, on
Monday, July 13, 2026
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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 J. Steinman, Randi Lally, and Colum J. Weiden, and is part of the Delaware Law Series; links to other posts in the series are available here.

In four recent decisions, the Delaware Court of Chancery has addressed forum selection provisions and exclusive forum bylaws in various contexts. In three of the cases, the court rejected applying a Delaware forum selection provision or bylaw—in two of the cases, in the context of employment-related disputes and, in one case, in the context of a reincorporation from Delaware. In the fourth case, the court provides a relevant drafting lesson.

  • In GI DI Rushmore Parent v. Stoop (“Bluepeak”) (June 10, 2026), the court refused to enforce, against an employee who lived and worked in Oklahoma, a Delaware forum selection provision that was incorporated by reference into an equity incentive award, from a partnership agreement that was not accessible to the employee.
  • In Masimo v. Kiani (Apr. 21, 2026), the court refused to enforce, against an employee who lived and worked in California, a Delaware exclusive forum bylaw, in connection with a dispute relating to an employment agreement that contained a California exclusive forum provision.
  • In Tesla Deriv. Litig. (Apr. 13, 2026), the court enforced, retroactively, with respect to conduct occurring before the company reincorporated from Delaware, a Texas exclusive forum bylaw adopted when the company reincorporated.
  • In Kelly Roofing v. Flores (June 4, 2026), the court provided a drafting lesson for ensuring clarity as to whether a forum selection provision is mandatory or merely permissive.

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

Posted by Sarah Keohane Williamson, FCLTGlobal, on
Sunday, July 12, 2026
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Sarah Keohane Williamson is the CEO of FCLTGlobal. This post is based on her SEC comment letter.

FCLTGlobal respectfully submits this comment in response to the Securities and Exchange Commission’s proposed rule amendments that would permit public companies to elect semiannual reporting in lieu of quarterly reporting (Release No. 33-11414, File No. S7-2026-15).

FCLTGlobal is a nonprofit research organization whose mission is to mobilize companies and investors to focus capital on the long term. Our membership spans asset owners, asset managers, and corporations domiciled in countries around the world that support a longer-term framing in corporate and investment decision-making

This proposal is a meaningful step toward reducing structural short-termism in U.S. public capital markets — a problem FCLTGlobal has studied and documented over more than a decade. We offer the comments below to both affirm the proposal’s direction and to identify several considerations.

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