Monthly Archives: October 2026

Q3 2026 Review of Shareholder Activism

Posted by Josh Jacobs, Jim Rossman, and Abraham Axler. Barclays, on
Saturday, October 10, 2026
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Jim Rossman is the Global Head of Shareholder Advisory, Abraham Axler is a Vice President, and Josh Jacobs is an Associate at Barclays. This post is based on a Barclays memorandum by Mr. Rossman, Mr. Axler, Mr. Jacobs, Ryan Ferguson, Olakunle Akande, and Arjun Mandhare, all at Barclays.

Observations on the Activism Environment in 2026 YTD

1. Campaign Activity in Line with Prior Years Following Slower Q3

  • 179 campaigns were launched in 2026 YTD, down 7% year over year (192), but largely in line with the four year average
    • 43 campaigns in Q3 represented a 42% drop from 74 in Q2, reflecting a more normal “seasonal slowdown” compared to what was an unusually busy Q3 2025 (62)
  • A record level of concentration in the top five sectors targeted by activists (82%), led by Industrials (30%) and Technology (20%)
  • The overall number of activists continued to track lower in 2026, down 14% year over year to 99
    • Elliott launched the most campaigns YTD with 16 across seven countries; three of its Q3 launches were among the largest in 2026

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Cybersecurity Risk Oversight in the Age of AI

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on
Friday, October 9, 2026
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Martin Lipton is a Founding Partner at Wachtell, Lipton, Rosen & Katz. This post is based on a Wachtell Lipton memorandum by Mr. Lipton, Kevin S. Schwartz, and David M. Adlerstein

As advanced AI models — and autonomous AI “agents” — grow more capable, so do the associated corporate cybersecurity risks. Atincreasingly modest cost, AIsystems can now identify and exploit latent software vulnerabilities, such as by planting malicious code or stealing data, at a speed and scale beyond the reach of human hackers or conventional automated tools. AI also creates new points of vulnerability: a corporation’s own AI agents, if compromised, can become a gateway to sensitive data and to operational or payment systems. The risk of deepfakes (AI-generated voice or video impersonations) is also growing more acute; in one recent test, 48% of video call participants believed an AI agent was a live human. In 2025 alone, the FBI Internet Crime Complaint Center received over 22,000 cybercrime complaints with an AI-related descriptor, with reported losses nearing $900 million. In April of this year, an advanced AI model reportedly uncovered thousands of previously undetected software security flaws, including in a widely used and well-defended open source operating system, and in July, a group of autonomous AI agents worked together to hack a company’s systems.

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Weekly Roundup: October 2-8, 2026

Posted by the Harvard Law School Forum on Corporate Governance, on
Friday, October 9, 2026

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This roundup contains a collection of the posts published on the Forum during the week of October 2-8, 2026

Corporate Redomiciliation to Texas Continues Despite Proxy Advisor Scrutiny

Posted by Chris Brindisi and Ryan Peterson, Pay Governance LLC, on Friday, October 2, 2026
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Statement by Commissioner Peirce on Proposed Amendments to the Custody Rules

Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on Saturday, October 3, 2026
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Assessing Shareholder Vote Risks: An Overview of Four Key Challenges for Public Companies

Posted by Adam Riches, Glass, Lewis & Co., on Sunday, October 4, 2026
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Shareholder Rights Under Pressure

Posted by Carine Smith Ihenacho, Snorre Gjerde, and Deena Elmeged, Norges Bank Investment Management, on Monday, October 5, 2026
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Exit After Exit: Venture Capital Involvement Post-IPO

Posted by Yifat Aran (University of Haifa), Brian Broughman (Vanderbilt University Law School), and Elizabeth Pollman (University of Pennsylvania Carey Law School), on Monday, October 5, 2026
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California SB 253: Five Emerging Priorities from CARB’s Industry Listening Sessions

Posted by Subodh Mishra, ISS STOXX, on Monday, October 5, 2026
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Silicon Valley and S&P 100: A Comparison of 2026 Proxy Season Results

Posted by David Bell and Wendy Grasso, Fenwick & West LLP, on Tuesday, October 6, 2026
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Governing AI: Corporate Oversight and Shareholder Engagement

Posted by Subodh Mishra, ISS STOXX, on Tuesday, October 6, 2026
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DOJ Provides New Roadmap for Corporate Fraud Enforcement

Posted by Alex Hastings, Sandra Moser, and Amanda Robinson, Morgan Lewis & Bockius LLP, on Wednesday, October 7, 2026
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Rule 14a-8: Perhaps There’s Another Way

Posted by Sarah Wilson, Minerva Analytics, on Wednesday, October 7, 2026
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SEC Looks to Reform the Proxy Process: A Welcome Development for Listed Closed-End Funds and BDCs

Posted by Vadim Avdeychik, Andrew Friedman, and Sam Scarritt-Selman, Debevoise & Plimpton LLP, on Thursday, October 8, 2026
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Shareholder Proposals as an Early Warning System for Corporate Risk, and the Cost of Ignoring Them

Posted by Timothy Smith and Sehr Khaliq, Interfaith Center on Corporate Responsibility, on Thursday, October 8, 2026
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Shareholder Proposals as an Early Warning System for Corporate Risk, and the Cost of Ignoring Them

Posted by Timothy Smith and Sehr Khaliq, Interfaith Center on Corporate Responsibility, on
Thursday, October 8, 2026
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Timothy Smith is the Senior Policy Advisor and Sehr Khaliq is the Director of Program Evaluation at the Interfaith Center on Corporate Responsibility (ICCR). This post is based on their ICCR memorandum.

Much has been written about the significance of the $5 billion historic penalty and privacy reforms imposed by the FTC on Meta, but press surrounding the incident rarely references the fact that this risk was something shareholders had already warned management about through shareholder filings.

In 2018, shareholders filed a proposal at Meta asking the company to issue a report discussing the merits of establishing a Risk Oversight Board Committee to address privacy/data risks that could threaten shareholder value. The Board opposed the proposal, arguing that the Board’s audit committee offered sufficient oversight. Since Meta is a dual class share company with CEO Mark Zuckerberg owning 99.7% of the outstanding Class B shares that represent only 13% of the economic ownership but grant him 61% of the voting power, the proposal got only 11.55% of the vote, which represented 45% support among non-insider shares.

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SEC Looks to Reform the Proxy Process: A Welcome Development for Listed Closed-End Funds and BDCs

Posted by Vadim Avdeychik, Andrew Friedman, and Sam Scarritt-Selman, Debevoise & Plimpton LLP, on
Thursday, October 8, 2026
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Vadim Avdeychik is a Partner and Andrew Friedman, and Sam Scarritt-Selman are Associates at Debevoise & Plimpton LLP. This post is based on a Debevoise memorandum by Mr. Avdeychik, Mr. Friedman, Mr. Scarritt-Selman, and Marc Ponchione, all at Debevoise.

Key Takeaways:

  • The SEC’s proposed rescission of Rule 14a-8 and amendments to Rule 14a-4 would significantly raise the cost and difficulty of activist campaigns against listed closed-end funds and BDCs.
  • These proposals, combined with the Supreme Court’s June 2026 decision in FS Credit Opportunities Corp. v. Saba Capital Master Fund, Ltd., represent a shift in leverage from activist investors back to fund boards and sponsors.

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Rule 14a-8: Perhaps There’s Another Way

Posted by Sarah Wilson, Minerva Analytics, on
Wednesday, October 7, 2026
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Sarah Wilson is the Founder and CEO of Minerva Analytics.

One of the more surprising developments around the SEC’s proposed Rule 14a-8 rescission is that one of the rule’s arch critics is having second thoughts. The Heritage Foundation has been one of the most vocal critics of proxy advisers, ESG and “woke investment,” but now that its own remedy has turned against the agenda it was meant to serve, it seems distinctly unhappy with the SEC’s direction of travel.

Heritage’s own use of the rule explains the discomfort. Bowyer Research and Heritage’s American Investor Initiative report a roughly 50% rate of getting companies to concede ground through engagement on anti-ESG proposals, and a 100% rate of getting those proposals onto the ballot: access and negotiation, not votes won. Minerva Analytics’ Shareholder Proposal Voting Trends 2026 H1 briefing shows how little of that access converts into support: average shareholder backing for anti-ESG proposals in 2026 sat at around 1.7%, none passing, consistent with the prior two seasons.

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DOJ Provides New Roadmap for Corporate Fraud Enforcement

Posted by Alex Hastings, Sandra Moser, and Amanda Robinson, Morgan Lewis & Bockius LLP, on
Wednesday, October 7, 2026
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Alexander B. Hastings, Sandra Moser, Amanda B. Robinson are Partners at Morgan Lewis & Bockius LLP. This post is based on a Morgan Lewis memorandum by Mr. Hastings, Ms. Moser, Ms. Robinson, and Emily Ahdieh.

Key Takeaways

  • More transparency into enforcement decisions: DOJ’s National Fraud Enforcement Division has identified 10 factors that will receive significant weight, including management involvement, concealment, duration, financial harm, geographic scope, and impact on government programs, among others.
  • Corporate enforcement is becoming more centralized: The Fraud Division’s new Corporate Enforcement Section will coordinate corporate investigations and oversee compliance with corporate resolutions.
  • Early detection and disclosure are increasingly important: Increased use of technology, data analytics, and whistleblower incentives may allow DOJ to identify potential fraud earlier. Companies, particularly in healthcare, government contracting, tax, and trade, should ensure potential misconduct is identified and escalated quickly enough to assess remediation, cooperation, and voluntary disclosure options.

The US Department of Justice’s National Fraud Enforcement Division (Fraud Division) has issued a new directive detailing how its prosecutors will approach corporate investigations and enforcement actions across the division’s healthcare, government contracts, tax, and trade fraud priorities.

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Governing AI: Corporate Oversight and Shareholder Engagement

Posted by Subodh Mishra, ISS STOXX, on
Tuesday, October 6, 2026
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Subodh Mishra is the Global Head of Communications at ISS STOXX. This post is based on an ISS STOXX Research Institute paper by Joseph Hong, Associate with ISS STOXX Governance Specialty Research, at ISS-Corporate.

Different Approaches to AI Oversight

Growing corporate adoption of Artificial Intelligence (AI) has increased the importance of AI governance to both companies and shareholders. U.S. technology companies have been expanding their AI governance and disclosure frameworks. However, investor views on the adequacy of these practices continue to evolve, and AI-related shareholder proposals have increased over the past five years, despite a general decline in environmental and social proposals. Investors may well continue to engage on AI-related issues in the future, whether through proposals or other mechanisms.

Investment Stewardship in the AI Era is a publication series exploring the opportunities, risks, and responsibilities emerging from AI. Every edition focuses on a specific topic, offering concise analysis, proprietary insights, and practical observations for investors seeking to understand the opportunities and challenges ahead.

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Silicon Valley and S&P 100: A Comparison of 2026 Proxy Season Results

Posted by David Bell and Wendy Grasso, Fenwick & West LLP, on
Tuesday, October 6, 2026
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David A. Bell is a Partner and Co-Chair of Corporate Governance, and Wendy Grasso is a Corporate Governance Counsel at Fenwick & West LLP.

In the 2026 proxy season, all but one of the technology and life sciences companies included in the Fenwick Silicon Valley 150 List (SV 150) and all of the companies in Standard & Poor’s (S&P 100) held annual meetings. Generally, such annual meetings will, at a minimum, include voting with respect to the election of directors and ratification of the selection of the auditors of the company’s financial statements. They will also often include an advisory vote with respect to named executive officer compensation (say-on-pay).

Increasingly, annual meetings will also include voting on one or more of a variety of proposals that may have been put forth by the company’s board of directors or by a stockholder that has met the requirements of the company’s bylaws and applicable federal securities regulations.

This post summarizes key developments relating to stockholder voting at annual meetings in the 2026 proxy season among companies in the SV 150 and S&P 100. [1]

This year’s results also come against the backdrop of significant developments at the Securities and Exchange Commission (SEC) that could reshape stockholder proposals in 2027 and beyond, which we discuss at the end of this post.

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California SB 253: Five Emerging Priorities from CARB’s Industry Listening Sessions

Posted by Subodh Mishra, ISS STOXX, on
Monday, October 5, 2026
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Subodh Mishra is the Global Head of Communications at ISS STOXX. This is article is based on a ISS-Corporate report by Sara Derian, Associate Vice President; and Jessica Lobo, Senior Associate at ISS-Corporate.

Stakeholders generally supported CARB’s efforts to align with the GHG Protocol, provide flexible implementation pathways, and phase in Scope 3 requirements. At the same time, participants raised concerns about reporting burden, compliance complexity, and California-specific requirements.

Between August and September 2026, the California Air Resources Board (CARB) facilitated six industry-focused listening sessions to gather public feedback on the California Climate Corporate Data Accountability Act (SB 253). The sessions followed CARB’s earlier rulemaking workshops on SB 253 and SB 261 and included perspectives from reporting companies, trade associations, assurance providers, consultants, NGOs, investors, and other data users.

ISS-Corporate’s summaries of the prior workshops are available here: Workshop 1, Workshop 2, Workshop 3, Workshop 4, and Workshop 5.

Across the listening sessions, stakeholders generally supported CARB’s efforts to align with the Greenhouse Gas Protocol (GHG Protocol), provide flexible implementation pathways, and phase in Scope 3 requirements. Participants also raised concerns that certain elements of CARB’s proposal could increase reporting burden, create California-specific compliance challenges, or extend beyond existing GHG Protocol requirements.

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