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Weekly Roundup: August 21-27, 2026

Posted by the Harvard Law School Forum on Corporate Governance, on
Friday, August 28, 2026

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Weekly Roundup
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This roundup contains a collection of the posts published on the Forum during the week of August 21-27, 2026

AI Governance for Private Companies

Posted by Hillary Flynn, Drew Morales, and Courtney Hugger, Wellington Management, on Friday, August 21, 2026

Tags: AI, AI compliance, AI Governance, AI regulation, AI risk management, Artificial intelligence, Generative AI, private companies, Private equity, private markets, Responsible AI

2026 Proxy Season Review: Structural Change in a Lower-Volume Season

Posted by Matteo Tonello, The Conference Board, Inc., on Saturday, August 22, 2026

Tags: 2026 proxy season, anti-ESG, dei, ESG, Executive Compensation, Governance proposals, Human capital management, pay equity, Proxy season, Proxy voting, Rule 14a-8, Say on pay, SEC, SEC no-action process, shareholder proposal exclusions, Shareholder proposals, Shareholder voting

The Strategic Blind Spots Attracting Shareholder Activists

Posted by Victoria Tellez, FCLTGlobal, on Sunday, August 23, 2026

Tags: activist campaigns, activist investors, board effectiveness, Board governance, Board oversight, corporate strategy, investor activism, long-term strategy, Long-Term Value Creation, Shareholder activism, strategic oversight

Delaware and New York State Courts Reject Unusual Theory Under the Securities Act

Posted by Amy D. Roy, Robert A. Skinner, and Cole A. Goodman, Ropes & Gray LLP, on Monday, August 24, 2026

Tags: delaware, Delaware courts, Delaware law, GAAP, Investment Company Act, Mutual Fund Accounting, Mutual funds, NAV, Net Asset Value, New York Courts, Section 11, Section 12(a)(2), Securities Act, Securities litigation, Securities regulation

Splitting Caremark’s Atom

Posted by Ryan Bubb (USC) and Gabriel Cohen (U.S. District Court, Eastern District of PA), on Monday, August 24, 2026

Tags: Agency costs, Board monitoring, Caremark, Corporate compliance, delaware, Delaware law, duty of obedience, Duty of oversight, Public enforcement

2026 Board Index Director Snapshot

Posted by George Anderson and Rebecca Thornton, Spencer Stuart, on Monday, August 24, 2026

Tags: Board composition, board diversity, Board of Directors, Board refreshment, board succession planning, director diversity, director recruitment, director succession, independent directors, new directors, S&P 500, women directors

Delaware Court of Chancery Examines Fiduciary Duties of PBC Directors in a Change-of-Control Transaction For the First Time

Posted by Susan H. Mac Cormac, Michael Santos, and Michael G. O’Bryan, Morrison & Foerster LLP, on Tuesday, August 25, 2026

Tags: Board of Directors, change-of-control transactions, delaware, Delaware law, DGCL Section 365, enhanced scrutiny, Fiduciary duties, M&A, PBC directors, PBCs, Public benefit corporations, Revlon

Seven Questions Boards Should Ask After the 2026 Proxy Season

Posted by Lee Henderson and Jamie Smith, EY, on Tuesday, August 25, 2026

Tags: 2026 proxy season, AI, AI Governance, Artificial intelligence, Board composition, Board of Directors, Board oversight, director elections, Executive Compensation, Institutional Investors, Investor Engagement, Proxy voting, Say on pay, Shareholder proposals, Shareholder voting, Stewardship

Delaware Court of Chancery Reinforces Limits on Oversight Liability; Stresses Importance of Conscientious Board Oversight

Posted by Sharon L. Nelles, Leonid Traps, and Oliver W. Engebretson-Schooley, Sullivan & Cromwell LLP, on Wednesday, August 26, 2026

Tags: bad faith, Board oversight, Business judgment rule, Caremark doctrine, compliance and risk management, delaware, Delaware Court of Chancery, Delaware law, directors’ duties, Duty of loyalty, Fiduciary duties, oversight liability

Deprogramming Corporations

Posted by Mariana Pargendler (Harvard Law School), on Wednesday, August 26, 2026

Tags: corporate law, deprogramming, L&E, Law and Economics

Rethinking the Use of Performance Share Units

Posted by Sam Gutenmacher, Semler Brossy, on Wednesday, August 26, 2026

Tags: Compensation committees, Equity Compensation, Executive Compensation, executive pay, Incentive Compensation, Long-Term Incentive Plans, Pay for performance, Performance Share Units, PSUs, Restricted Stock Units (RSUs), Stock options

FinCEN Permanently Eliminates BOI Reporting Requirements for US Companies and US Persons

Posted by Matthew Bisanz, Brad A. Resnikoff, and Marcella Barganz, Mayer Brown LLP, on Thursday, August 27, 2026

Tags: AML, anti-money laundering, beneficial ownership information, beneficial ownership reporting, BOI reporting, Corporate compliance, Corporate Transparency Act, Financial regulation, FinCEN, Regulatory Compliance

2026 Proxy Season Global Trends: Boards of Directors

Posted by Brianna Castro, Ayşen Çelikmen, and Federica Soro, Glass, Lewis & Co., on Thursday, August 27, 2026

Tags: AI Governance, Board composition, board diversity, Board oversight, Boards of Directors, cybersecurity oversight, director elections, Gender Diversity, Proxy season, Proxy voting, racial and ethnic diversity, shareholder dissent, Shareholder voting

Weekly Roundup
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HLS Faculty & Senior Fellows
Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams

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