Monthly Archives: August 2026

Global CEO Turnover Index

Posted by Rusty O'Kelley and Emma Combe, Russell Reynolds Associates, on
Thursday, August 13, 2026
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Rusty O’Kelley co-leads the Global Board & CEO Advisory Practice and Emma Combe leads the UK Board Practice at Russell Reynolds Associates. This post is based on their Russell Reynolds memorandum.

Global CEO departures drop to lowest H1 level, while appointments hold steady

After two years of elevated CEO turnover across the world’s largest indices, H1 2026 data suggests that leadership change is beginning to stabilize.

Globally, 101 CEOs departed their roles, down from 118 in H1 2025 and the lowest H1 departure total in our nine-year tracking period. At the same time, global CEO hiring held steady, with 131 CEO appointments, broadly in line with the nine-year H1 average (129).

The decline in CEO turnover was driven primarily by the Nikkei 225, where CEO departures fell from 30 to 19 year-on-year, while CEO appointments fell from 33 to 22. The S&P 500 also recorded fewer CEO transitions, declining from 36 to 30 year-on-year, while appointments declined from 37 to 32.

The moderation in CEO turnover coincided with broader market conditions that may have reduced pressure for leadership change, including rising stock markets in markets like the US.

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The Sound of Silence

Posted by Mitu Gulati (University of Virginia), Stephen Choi (NYU), and Molly Ball (University of Virginia), on
Thursday, August 13, 2026
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Mitu Gulati is the Warner-Booker Distinguished Professor of International Law at the University of Virginia School of Law, Stephen J. Choi is the Bernard Petrie Professor of Law and Business and Director of the Pollack Center at the New York University School of Law, and Molly Ball is a J.D. candidate at the University of Virginia School of Law. This post is based on their recent article.

In 2018, the Delaware Supreme Court dropped a footnote. In Eagle Force Holdings v. Campbell, Justice Valihura noted that the court had never actually decided whether a buyer who knows that some of the seller’s representations are false can still sue for breach after closing — the practice deal lawyers call “sandbagging.” Then-Chief Justice Strine, dissenting in part, confirmed, in his part of opinion, that Delaware had not yet decided the question.

Many M&A practitioners took the footnotes in Eagle Force as a signal that Delaware law was undecided on sandbagging. Because buyers rely on “pro-sandbagging” rules to protect their bargained-for representations and prevent sellers from opportunistically using the buyer’s due diligence as a shield against liability, the sudden ambiguity caused consternation among practitioners. Practitioners debated whether the signal from footnotes in Eagle Force meant that buyers needed to put in explicit pro sandbagging clauses in M&A contracts. Memos on this theme poured out, including from several prominent law firms including Ballard Spahr, Goodwin Procter, Mayer Brown, Paul Weiss, and Kramer Levin. The ABA ran CLE programming on it. A slide deck from a marquee panel of M&A lawyers at Northwestern’s Securities Regulation Institute put it bluntly: don’t assume silence is safe anymore — put an express pro-sandbagging clause in the contract.

The advice was nearly unanimous. And the market ignored it.

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2026 Say-on-Pay Results: Strong Overall, With Large Special Awards Common Among Low-Vote Outcomes

Posted by Chloe Maister and Kenneth Sparling, FW Cook, on
Wednesday, August 12, 2026
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Chloe Maister is a Consultant and Kenneth Sparling is a Managing Director at FW Cook. This post is based on their FW Cook memorandum.

The 2026 say-on-pay season produced stronger results for most S&P 500 companies. Nearly 75% received at least 90% shareholder support, up from 70% in 2025, while the share below 70% declined from about 6% to 5%.

The low-support group became smaller in 2026, but the remaining weakness was more concentrated. Large special awards appeared in half of the 22 cases below 70% support, and all five failed votes involved an outsized equity grant.

Among widely held companies receiving an adverse ISS recommendation, support topped out in the mid-70s and averaged 56.9%, lower than in any pre-pandemic year in the period reviewed. Much of that weakness was concentrated among companies with large one-time awards.

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Legacies, Lessons and Launchpads: Charting Delaware’s Course in a New Era

Posted by Justice Karen Valihura (Wilmington Univerity), on
Wednesday, August 12, 2026
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Justice Karen Valihura is a Distinguished Professor of Corporate Law and Founding Director of the Corporate Law, Governance and Practice Institute, Farnan School of Law, at the Wilmington University. This post is based on her 2026 Weinberg Distinguished Lecture, and is part of the Delaware Law Series; links to other posts in the series are available here.

It is a great honor for me to be part of the Weinberg Distinguished Lecture series. Thank you for inviting me. My remarks today are solely my own and are not made on behalf of the Delaware Supreme Court or any other person.

As I near the end of my twelve-year term, I have been reflecting on the amazing privilege and honor I have had serving as a Justice on the Delaware Supreme Court. I am so grateful to all who have been part of my journey. In thinking about how to describe it, I was recently inspired by NASA’s stunningly successful Artemis II Mission. That Mission – lasting only 10 days – had a successful launch, lunar fly by and a safe splashdown off the coast of San Diego. One of the Artemis II’s astronauts’ description of their “group activity” could also be used to very accurately describe working as a member of our collegial, collaborative Delaware Supreme Court. They described their “group activity” in terms of functioning as one, embracing mutual accountability, being dutifully linked, and in terms of joy-filled contribution and profound, brother-sister like camaraderie, exemplifying that high-stakes success requires prioritizing human connection.[1] These sentiments describe precisely my experience over the past twelve years, and truly, I have been blessed to have been part of this collegial Supreme Court.

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SEC’s Proposal to Simplify Filer Status for Public Companies: Comment from CHRO Association

Posted by Ani Huang, CHRO Association, on
Tuesday, August 11, 2026
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Ani Huang is the President, Policy and Practice, for the CHRO Association. This post is based on a comment letter by CHRO Association submitted to the U.S. Securities and Exchange Commission regarding the proposal to simplify filer status for public companies.

The CHRO Association submits these comments in response to the rule proposal issued by the Securities and Exchange Commission (SEC) regarding the simplification of filer status for public companies (“Proposal”). We appreciate the SEC’s ongoing efforts to reform public company reporting requirements and are pleased to provide our views on the Proposal.

The CHRO Association is a public policy advocacy organization that represents the most senior human resource officers (CHROs) in nearly 400 of the largest corporations across industries doing business in the United States and globally. Collectively, these companies employ more than 10 million employees in the United States, nearly nine percent of the private sector workforce, and 20 million employees worldwide. Approximately two-thirds of the Association’s members are federal contractors, including those operating within the defense industry.

Under current SEC rules, based upon metrics such as public float and annual revenue, issuers may qualify as a 1) Large accelerated filer (LAF); 2) Accelerated filer (AF); 3) Non-accelerated filer (NAF); 4) Smaller reporting company (SRC); or 5) Emerging growth company (EGC). Each status confers a specific regulatory framework upon issuers. Many companies qualify as more than one type of filer; for example, the Proposal notes that in 2024 NAFs that were also SRCs or EGCs (or both) accounted for 51.9% of all issuers.[1]

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M&As, Employee Costs, and Labor Reallocation

Posted by Spyridon Lagaras (University of Illinois Urbana-Champaign), on
Tuesday, August 11, 2026
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Spyridon Lagaras is an Assistant Professor of Finance, Gies College of Business, at the University of Illinois Urbana-Champaign. This post is based on his recent article, forthcoming in the Journal of Finance.

Mergers and acquisitions reallocate control over the factors of production and are typically followed by extensive restructuring aimed at raising efficiency. A long-standing question is whether those efficiency gains come partly at the expense of employees. In my article, forthcoming in the Journal of Finance, I study the labor market consequences of mergers for the employees of target firms, and I find that mergers impose substantial, persistent, and unevenly distributed costs on workers. These costs arise primarily from displacement and reallocation across firms, rather than from lower wages for those who remain.

To study this, I follow individual workers over time and across employers. I combine information on the public and private firms involved in merger activity in Brazil between 2004 and 2012 with a comprehensive administrative data set that links every formally employed worker in the country to their employer and records the start and end date of each contract, the reason each contract ended, occupation, wages, and demographic characteristics. This allows me to trace the earnings and employment trajectories of every incumbent worker for several years before and after a merger, comparing them to those of workers at similar firms that were never acquired.

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Do CEOs Trust Their Boards? RRA’s Leadership Confidence Index Finds an Emerging Gap

Posted by Maggie Benkert, Amy Sampson, and Joy Tan, Russell Reynolds Associates, on
Monday, August 10, 2026
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Maggie Benkert is a member of the Board and CEO Advisory Partners in the Americas, Amy Sampson is a member of the Board Effectiveness practice, and Joy Tan is a member of the Center for Leadership Insight at Russell Reynolds Associates. This post is based on a Russell Reynolds memorandum by Ms. Benkert, Ms. Sampson, Ms. Tan, Ela Buczynska, and Gabrielle Lieberman, all at Russel Reynolds Associates.

In today’s unpredictable environment of economic volatility, AI disruption, and geopolitical instability, there’s another emerging threat to organizational health: a widening confidence gap between CEOs and their boards. Our latest Leadership Confidence Index (LCI) indicates that CEO’s confidence in their boards continued to decline at an average of 2.3 points per year since 2021.

Despite this drop, board members’ confidence in their own abilities remain relatively stable. While perhaps unsurprising, this highlights a deeper disconnect. As both the complexity and breadth of issues requiring oversight grows, boards have assumed an increasingly expansive mandate. Yet many have not held operating roles in this changed environment, nor engaged fully with the continuous education needed to meet evolving expectations. Meanwhile, CEOs are on the front lines of rapid disruption, and are understandably looking for even more strategic guidance and risk mitigation support from their boards.

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Judicial Review of SEC Rulemaking

Posted by Adam Pritchard (University of Michigan Law School), on
Monday, August 10, 2026
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Adam Pritchard is the Frances and George Skestos Professor of Law at the University of Michigan Law School. This post is based on a working paper by Prof. Pritchard, Professor Joseph Grundfest, the William A. Franke Professor of Law and Business, Emeritus, Stanford Law School; Professor Yuliya Guseva, the Kevin Wood and Mary Jo Peed Professor of Law, Florida State University College of Law; and Professor Irena Hutton, the Gene Taylor/Bank of America Professor of Finance, Florida State University College of Business.

The Administrative Procedure Act (APA) provides the procedural framework for both rulemaking and its subsequent judicial review. Stakeholders participate throughout this process as commenters, meeting participants, and, sometimes, litigants. Judicial review represents not a separate regulatory stage, but the culmination of the rulemaking process. Most empirical scholarship, however, does not connect the two stages.

Our empirical paper examines the relationship between the comment process, rulemaking, and litigation in the context of Securities and Exchange Commission (SEC) rulemaking. SEC rules have drawn attention in recent years as rulemaking accelerated significantly during the tenure of Chair Gary Gensler, with a parallel increase in litigation activity challenging those rules. Our paper not only makes empirical contributions but also offers an important policy insight. Namely, public comments and meetings with the SEC are not background noise filled with boilerplate objections, form-letter campaigns, lobbying activity, and industry groups posturing. The process produces reliable signals about which rules are more likely to attract future litigation from stakeholders. If the SEC reads the comments and meeting memoranda carefully enough, it can detect those signals before lawsuits are filed. In contrast, proceeding with a rule past this early-warning system may suggest a deliberate choice to face a higher litigation risk.

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Staying Alive: ISS Continues Its Influence on 2026 Voting Outcomes

Posted by Martha Carter and Sydney Carlock, Teneo, on
Monday, August 10, 2026
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Martha Carter is the Vice Chairman and Head of Governance and Sustainability and Sydney Carlock is a Managing Director at Teneo. This post is based on a Teneo memorandum by Ms. Carter, Ms. Carlock, Matt Filosa, Sean Quinn, and Diana Lee, all at Teneo.

Despite regulatory pressures and competition from AI-enabled proxy voting systems, adverse recommendations from Institutional Shareholder Services (ISS) continued to influence vote outcomes during the 2026 proxy season.

When ISS recommended against management, investor opposition often matched or exceeded prior levels, especially in categories where ISS issued fewer adverse recommendations overall. Therefore, companies still need to pay close attention to ISS policies and potential recommendations as they prepare for Fall investor engagement and the 2027 proxy season.

ISS has faced no shortage of challenges in recent months: President Trump’s December Executive Order targeting core elements of its business model, lawsuits from multiple state attorneys general and the adoption of AI-enabled proxy voting tools by J.P. Morgan and Wells Fargo. These developments raised the question of whether ISS’ long-standing influence over vote results was beginning to fade.

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Beyond the Filing Calendar: The Questions Boards Must Ask Before Changing Reporting Cadence

Posted by Neri Bukspan and Marc Siegel, Metrix Advisory LLC, on
Sunday, August 9, 2026
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Neri Bukspan and Marc Siegel are Founders and Executive Advisors at Metrix Advisory LLC. This post is based on their Metrix Advisory memorandum.

More than 200,000 comment letters – among the strongest in the SEC’s history. According to the Wall Street Journal, the SEC appears likely to move forward with its semiannual reporting proposal despite the significant number of opposing letters it has received. Though the Commission itself has only said it received a large number of comments and was still posting them.

Few rulemakings in recent memory have arrived at their board-level decision point carrying this much friction, and this much consequence. Metrix Advisory submitted its own comment letter on the proposal. This briefing translates the considerations raised there into a practical framework for board and audit committee decision-making.

Many companies may soon face a genuinely consequential reporting decision if the SEC finalizes its semiannual reporting proposal substantially as issued. The question is no longer hypothetical, and it is no longer distant. The SEC’s public comment period on the proposal closed on July 6, 2026, and the Wall Street Journal has reported it drew more than 200,000 letters – among the strongest opposition in the SEC’s history, with the overwhelming majority opposed to the change. Despite that opposition, the Wall Street Journal has reported that the SEC appears likely to move forward with the proposal in some form.

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