Monthly Archives: October 2026

Exit After Exit: Venture Capital Involvement Post-IPO

Yifat Aran is Assistant Professor of Business Law at the University of Haifa Faculty of Law, Brian Broughman is Professor of Law at Vanderbilt University Law School, and Elizabeth Pollman is the Perry Golkin Professor of Law at the University of Pennsylvania Carey Law School. This post is based on their article, Exit After Exit, forthcoming in the Harvard Business Law Review.

The IPO is commonly understood as the end of venture capital’s (VC) role in corporate governance. As the conventional story goes, after a relatively short post-IPO lock-up, VCs sell their shares and give way to public-market institutions. Ownership disperses, the balance of control shifts, and the company enters a new phase of its life governed by public-market discipline. In our article, we show that this paradigm is inaccurate: VCs often remain important shareholders and governance participants for years after the IPO.

Descriptive Statistics and Findings

Drawing on a dataset of 844 U.S. venture-backed companies that completed IPOs between 2002 and 2020, we find sustained VC ownership and influence well beyond the lock-up period. A full financial exit by VCs often takes years rather than months. VCs retain an aggregate equity stake above 5% in the median dual-class firm for three years after the IPO and in the median single-class firm for four years. Even by year seven, roughly a quarter of single-class firms and 14% of dual-class firms still have aggregate VC ownership above that threshold.

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Shareholder Rights Under Pressure

Carine Smith Ihenacho is Chief Governance and Compliance Officer; Snorre Gjerde is Policy Lead and Deena Elmeged is Senior Investment Stewardship Manager at Norges Bank Investment Management. This post is based on their NBIM memorandum.

Our view

  • We are concerned that shareholder rights are weakening in many markets, putting investor confidence and long-term value creation at risk.
  • Robust shareholder rights underpin well-functioning public equity markets.
  • Protecting shareholder rights is a shared responsibility for regulators, stock exchanges, index providers, companies and investors.
  • We will step up our own engagements with markets participants on shareholder rights.

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Assessing Shareholder Vote Risks: An Overview of Four Key Challenges for Public Companies

Adam Riches is a Vice President at Glass, Lewis & Co. This post is based on his Glass Lewis memorandum.

Key Takeaways

  • Companies have more information than ever about investor expectations, but synthesizing those inputs into timely voting-risk insight remains challenging.
  • Voting risk extends beyond failed proposals; meaningful opposition, declining support, and shareholder proposal momentum can all require board attention.
  • Effective investor engagement depends on knowing where to focus: which proposals may be exposed, which shareholders matter most, and what concerns may drive their votes.
  • Internal reporting on voting risk remains important before the annual meeting, after proxy season, and throughout the broader governance engagement cycle.

For public companies, the lead up to annual meetings are a key indicator of how well the board and management understand shareholder expectations before votes are cast. Useful insights can be gleaned from a wide variety of sources, including investor voting policies and vote disclosures, proxy advisor research, peer voting outcomes, direct engagement, shareholder proposal trends, and internal governance analysis. Despite having access to more information than ever, these inputs often sit across different teams, systems, advisors, and points in time.

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Statement by Commissioner Peirce on Proposed Amendments to the Custody Rules

Hester M. Peirce is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on her recent statement. The views expressed in this post are those of Commissioner Peirce and do not necessarily reflect those of the Securities and Exchange Commission or its staff.

Last summer, two friends goaded me into riding a roller coaster for the first time in decades. The terrifying sense of dread that gripped me as we whipped around the curves and dropped down irrationally steep hills on a ride that was totally out of my control made me think, of course, of investment advisers’ wild ride with crypto custody over the years.

Without clear rules about how and where crypto assets could be custodied and often without viable qualified custodians available,[1] investment advisers have been gritting their teeth and holding on for dear life hoping the regulatory roller coaster will soon end in workable custody rules. The Commission’s 2023 custody proposal, rather than offering some respite from the ride, threw these advisers for another loop: compliant crypto custody looked impossible under the proposal, and the accompanying release suggested that many advisers were already on the wrong side of the law [2]. The Commission today approved a proposal to amend the custody rules for registered investment advisers and regulated funds, which I hope foreshadows that a calm end to the regulatory roller coaster ride is imminent.

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Corporate Redomiciliation to Texas Continues Despite Proxy Advisor Scrutiny

Chris Brindisi is a Partner and Ryan Peterson is a Consultant at Pay Governance LLC. This post is based on their Pay Governance memorandum.

KEY TAKEAWAYS

  • Redomiciliation to Texas was on the rise in 2026. Recent Texas legal reforms and business court infrastructure have made the state an attractive alternative to Delaware for corporate domiciles.
  • Proxy advisors remain skeptical of domicile moves to Texas. ISS and Glass Lewis have focused on concerns about loss of shareholder leverage, an untested legal framework, potential dilution of shareholder rights, and the lack of clear company-specific rationale when opposing proposals to move domicile to Texas.
  • Major institutional investors have been receptive to Texas redomiciliation. BlackRock, State Street, and Vanguard supported most of the proposals to redomicile in Texas during the 2026 proxy season.
  • Texas redomiciliation proposals have generally passed but not overwhelmingly. Approximately 80% of 2026 Texas redomiciliation proposals have passed to date despite proxy advisor opposition, with support levels varying meaningfully across companies.
  • Company-specific context matters. Outlier results suggest that domicile history, controlled company status, vote thresholds, and prior shareholder dissatisfaction—particularly around executive compensation—can impact outcomes.
  • Compensation committees should be prepared for heightened governance scrutiny following domicile moves outside of Delaware. Strong pay-for-performance alignment, clear disclosure, and credible governance messaging may become more consequential when a redomiciliation is viewed as enhancing board discretion and lessening shareholder remedies.

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Weekly Roundup: September 25 – October 1, 2026


More from:

This roundup contains a collection of the posts published on the Forum during the week of September 25 – October 1, 2026.

SEC Issues “Innovation Exemption” for Tokenized Securities


2026 Say on Pay Recap: Strong Results and Evolving Voting Dynamics


Staying the Course: The State of 2026 U.S. Sustainability Reports


SEC Proposes to Modernize Proxy Solicitation Rules


Primer on Corporate Political Activity: The Risks Companies Face from Political Spending, and How to Manage Them


M&A, Activism and Corporate Governance



Court of Chancery Enforces Earnout Procedural Protections


2026 U.S. Board Index Highlights


Merger Agreements in the Verisk Ruling


Statement by Chairman Atkins on Expanding Retail Access to Private Markets


Statement by Chairman Atkins on Expanding Retail Access to Private Markets

Paul S. Atkins is the Chairman of the U.S. Securities and Exchange Commission. This post is based on his recent statement. The views expressed in the post are those of Chairman Atkins and do not necessarily reflect those of the Securities and Exchange Commission or its staff.

Good morning, ladies and gentlemen. And thank you for joining us today for this public  meeting of the Securities and Exchange Commission under the Government in the Sunshine Act.

We have three items on today’s agenda. First, the Commission will consider whether to issue a release proposing rule amendments expanding the circumstances under which a registered investment adviser may receive performance-based compensation.  Second, we will consider whether to issue a release proposing amendments to the rule that allows regulated closed-end funds to make repurchase offers to shareholders at net asset value at periodic intervals.  Finally, we will consider whether to issue five notices that the Commission is considering regarding whether to designate by order certain certifications, designations, or credentials as qualifying natural persons for accredited investor status.

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Merger Agreements in the Verisk Ruling

Polina Demina is a Special Counsel, and Rishab Kumar and Miguel Vega are Partners at Cooley LLP. This post is based on their Cooley memorandum and is part of the Delaware law series; links to other posts in the series are available here.

The Delaware Court of Chancery’s recent decision in Verisk Analytics, Inc. v. ExactLogix, Inc. d/b/a AccuLynx.com sheds light on how the Delaware courts will interpret contractual language, balance equities and grant specific performance. The outcome of this case should move the specific performance provision out of the merger agreement’s “boilerplate” section and into the boardroom.

Vice Chancellor Bonnie W. David held that Verisk could not terminate its $2.35 billion agreement to acquire AccuLynx after a Federal Trade Commission (FTC) second request pushed the transaction beyond its outside date. The court determined that, under the language of the negotiated contract, Verisk’s willful conduct was the primary cause of the delay in obtaining antitrust approval and, as such, ruled that Verisk’s termination was not valid, and ordered Verisk to continue using commercially reasonable efforts to obtain Hart-Scott-Rodino (HSR) Act clearance and close the transaction if the FTC approves it.

The striking part is what the court did not find. This was not a classic buyer’s-remorse case where the purported termination was a way to get out of a deal that the buyer regretted post-signing. The court found virtually no evidence that Verisk intended to scuttle the acquisition. Verisk met with the FTC nearly 30 times, hired experienced advisers and lobbyists, and spent almost $8 million responding to the agency.

Verisk lost anyway. Under the language the parties negotiated in the merger agreement, an intentional business decision terminating negotiation of an enhanced integration with a competitor of AccuLynx, was enough to eliminate Verisk’s right to validly terminate the merger agreement if that decision was the “primary cause” of the failed closing condition. This was so, even if that decision was not made in bad faith, not an action constituting a breach of the agreement and not undertaken as a deliberate effort to kill the deal.

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