Monthly Archives: August 2026

A Cross Section of Company Statements Supporting Climate Action

Erica Lasdon is the Director of Climate Change and Environmental Justice and Timothy Smith is the Senior Policy Advisor at the Interfaith Center on Corporate Responsibility (ICCR). This post is based on their ICCR memorandum.

Introduction

Over the past two years, the public conversation around corporate climate commitments has shifted considerably. Some companies that spoke openly about decarbonization have grown quieter, a phenomenon often described as “greenhushing”. Regulatory momentum behind mandatory climate disclosure at the federal level shifted to reverse, and sustainability language in public debate has increasingly been recast as a “woke” political position rather than a sound business judgment. And of course, the EPA relentlessly works to eradicate climate rules and regulations, including questioning science. Additionally, the SEC has moved to eliminate any company climate disclosure rules as they formerly propose to end the climate rule.

However numerous major American and global corporations continue to acknowledge that climate change is a critical risk and material business issue. When a food company states changing weather patterns threaten its agricultural supply chain or when an electric utility describes its net zero commitment in the environmental strategy section of its annual report, these are not political statements. They are assessments of business risk and opportunity, made by managements and boards with fiduciary obligations to their shareholders.

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Weekly Roundup: July 31-August 6, 2026


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This roundup contains a collection of the posts published on the Forum during the week of July 31-August 6, 2026






ISS Annual Policy Survey Signals 2027 Changes: Flexibility On the Horizon?


Tracking Shareholder Proposals and Company Exclusions: Post-Season Observations


Delaware Court of Chancery Issues First Decision Addressing Public Benefit Corporations


2026 Shareholder Proposal Trends


SEC Proposes New E-Delivery Framework



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

Neri Bukspan and Marc Siegel are the 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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SEC Proposes New E-Delivery Framework

Andrew Brady and Kevin Hardy are Partners and Aaron Washington is a Counsel at Skadden, Arps, Slate, Meagher & Flom LLP. This post is based on a Skadden memorandum by Mr. Brady, Mr. Hardy, Mr. Washington, Josh Shainess, and Nicholas Lamparski, all at Skadden, Arps, Slate, Meagher & Flom LLP.

Executive Summary

  • What’s new: The SEC has proposed Regulation E-Delivery, a new rule that would govern how public companies, registered investment companies, business development companies (BDCs), broker-dealers, investment advisers and other market participants may satisfy delivery obligations to investors, clients and other covered recipients under the federal securities laws.
  • Why it matters: If adopted, Regulation E-Delivery would supersede the SEC’s existing e-delivery framework and permit electronic delivery to become the default method of delivery to investors, providing potential savings in printing and mailing costs.
  • What to do next: Public companies, registered investment companies, BDCs, investment advisers, broker-dealers and other covered entities should consider evaluating how Regulation E-Delivery would impact existing delivery practices and prepare for the transition process for covered recipients receiving paper communications.

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2026 Shareholder Proposal Trends

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.

Investor Priorities Hold Steady Even As Processes Change

The 2026 proxy season reflected familiar priorities for shareholder proposals, but different processes for how these ballot items are navigated by both companies and proponents. Looking across broad categories of proposals that went to vote across the Russell 3000 during the first half of 2026, governance proposals continued to dominate by volume and support levels, while environmental and social proposals have declined. At the same time, some clear shifts have emerged beneath the surface: fewer proposals are being filed but a higher proportion of those filed are ultimately going to a vote, and a broader mix of topics are drawing attention, particularly in areas such as artificial intelligence (AI) and political spending.

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Delaware Court of Chancery Issues First Decision Addressing Public Benefit Corporations

Amy Simmerman, Ryan Greecher, and James Griffin-Stanco are Partners at Wilson Sonsini Goodrich & Rosati. This post is based on a Wilson Sonsini memorandum by Ms. Simmerman, Mr. Greecher, Mr. Griffin-Stanco, Adrian Broderick, Jason Schoenberg, and Sarah Hand, all at WSGR, and is part of the Delaware Law Series; links to other posts in the series are available here.

On July 29, 2026, Vice Chancellor Nathan Cook of the Delaware Court of Chancery issued a decision addressing, for the first time, the fiduciary duties of directors of a public benefit corporation (PBC)—including in a sale of control.[1] Under the PBC form, the purpose of corporate decision-making is not merely to advance stockholder value—as is the ultimate purpose of decision-making for a traditional Delaware corporation—but instead to balance three sets of interests: a specific public benefit purpose chosen by the PBC, the best interests of those materially affected by the corporation’s conduct, and stockholders’ pecuniary interests.[2] Delaware law first authorized the PBC form in 2013, and since that time, the form has grown in prominence, with many significant public and private companies operating as PBCs. Until this decision, however, there had not yet been direct case law guidance addressing PBCs. The decision, accordingly, is noteworthy for PBCs and companies considering adopting the PBC form.

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Tracking Shareholder Proposals and Company Exclusions: Post-Season Observations

Jason Holt is a Senior Analyst, Sam Purcell is a Senior Analyst, and Dimitri Zagoroff is a Senior Editor at Glass, Lewis & Co. This post is based on their Glass Lewis memorandum.

Key Takeaways

  • Amid a multi-year decline in shareholder proposal volumes, the SEC’s decision to step away from the no-action process appears to have buoyed the number of proposals going to a vote this year.
  • Issuers have been increasingly sophisticated in targeting proposal exclusions, with individual activist proponents much more likely to get pushback than institutional investors.
  • The mix of different topical categories covered by shareholder proposals targeted for exclusion largely mirrored that of proposals that went to a vote.
  • A major dropoff in compensation proposals, along with continued declines in E&S, contributed to increasing focus on governance topics.
  • So-called “anti-ESG” proponents were active across the board, submitting more environmental and social proposals while also contributing to a wave of requests for the separation of chair and CEO roles.

How has the SEC’s new approach to no-action requests[1] impacted the shareholder proposal landscape? It’s a question that Glass Lewis has monitored all year.

With the 2026 U.S. proxy season now complete, some notable trends have emerged. In the third instalment of our series on shareholder proposals and company exclusions, we share what we’ve observed at meetings held through June 30.

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ISS Annual Policy Survey Signals 2027 Changes: Flexibility On the Horizon?

Lyuba Goltser and Kaitlin Descovich are Partners at Weil, Gotshal & Manges LLP. This post is based on their Weil Gotshal memorandum.

Institutional Shareholder Services (ISS) has launched its annual policy survey (available here) to help inform potential changes to its voting policies in advance of the 2027 proxy season. The survey seeks feedback on, among other matters, semiannual reporting, reincorporation and say-on-pay responsiveness. Survey questions of interest that are relevant to U.S. companies and investors are summarized below. ISS survey responses are due by August 14, 2026, at 5 p.m. (Eastern time). More information on the policy development processes of ISS is available here.

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Gaining Decision Leverage with CEO Progression: What Boards, CEOs, and CHROs Need to Know

Margot McShane co-leads the Board & CEO Advisory practice, and Hetty Pye is a senior member of the Board & CEO Advisory practice at Russell Reynolds Associates. This post is based on their Russell Reynolds memorandum.

CEO succession is one of the most consequential leadership decisions an organization will make. It shapes the enterprise’s strategy, culture, investor credibility, leadership continuity, and long-term performance. Yet too often, succession planning starts too late, narrows too quickly, and defines the next CEO through the lens of what has worked before, rather than what the business will need next.

That model is increasingly inadequate. The CEO mandate has expanded well beyond operating performance, requiring leaders who can navigate volatility, transformation, stakeholder scrutiny, and ambiguity. At the same time, confidence in current succession approaches remains low: only 8% of boards plan CEO succession more than five years in advance, and only 44% believe their succession processes will yield a successful candidate.

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5 Strategies to Strengthen Corporate Governance

Jon Solorzano is a Partner at Vinson & Elkins LLP. This post is based on his Vinson & Elkins memorandum.

1. Update Your Disclosure Playbook

Major investors are increasingly using AI to decide how to vote proxies, and JPMorgan’s industry-first decision to replace its external proxy advisors with an in-house AI tool signals that the trend is accelerating. Coupled with the SEC’s renewed focus on materiality and streamlined disclosure under Regulation S-K, this new environment calls for a new disclosure playbook.

Companies should now draft disclosures with both human and AI readers in mind, delivering concise, decision-useful information that reasonable investors would deem important and presenting disclosure in machine-readable formats. They should also monitor developments around shareholder proposals and track how major shareholders vote. As AI-driven analyses increasingly shape first impressions of regulatory filings, past voting patterns could become a less reliable indicator of future votes.

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