Yearly Archives: 2026

Weekly Roundup: September 11-17, 2026

Posted by the Harvard Law School Forum on Corporate Governance, on
Friday, September 18, 2026

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This roundup contains a collection of the posts published on the Forum during the week of September 11-17, 2026

SEC Proposes Regulation Crypto Assets: A Tailored Offering Framework for Crypto Investment Contracts

Posted by Jason Daniel, Mike Asaro, and Jack Murphy, Akin Gump Strauss Hauer & Feld LLP, on Friday, September 11, 2026
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Remarks by Chairman Atkins on Artificial Intelligence and Reforming Regulation NMS

Posted by Paul Atkins, U.S. Securities and Exchange Commission, on Saturday, September 12, 2026
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Recent Developments for Directors

Posted by Julia A. Thompson, Charles K. Ruck, and Joel H. Trotter, Latham & Watkins LLP, on Sunday, September 13, 2026
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DATs and Crypto-Pivot Companies: Understanding and Mitigating Shareholder Activism Risks

Posted by Leonard Wood, Daniel Roeser, and Karen Ubell, Goodwin Procter LLP, on Monday, September 14, 2026
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Board Oversight of AI Transformation

Posted by Dan Priest, Jenn Kosar, and Barbara Berlin, PricewaterhouseCoopers LLP, on Monday, September 14, 2026
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Executive Security and Protection Continues to Expand

Posted by Aubrey Bout, Rebecca Friday, and Ben Futterman, Pay Governance LLC, on Tuesday, September 15, 2026
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Shareholder Activism: Ten Trends for 2027

Posted by Elina Tetelbaum and Loren Braswell, Wachtell, Lipton, Rosen & Katz, on Tuesday, September 15, 2026
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Open Letter to Corporate America’s Executives and Investors About Shareholder Proposals

Posted by Frederick Alexander, The Shareholder Commons, on Wednesday, September 16, 2026
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From Say-on-Pay to the Boardroom: Making Off-Season Engagement Count

Posted by Serdar Sikca and Kenneth Sparling, FW Cook, on Wednesday, September 16, 2026
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The State of U.S. Executive Pay Today

Posted by Stephen F. O’Byrne, Shareholder Value Advisors, Inc., on Thursday, September 17, 2026
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The Red State AG Attack on ESG Continues to Misfire

Posted by Robert G. Eccles (University of Oxford) and Daniel F. C. Crowley (K&L Gates LLP), on Thursday, September 17, 2026
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Statement by Commissioner Uyeda on Proposing Rescission of Rule 14a-8 and Proxy Solicitation Modernization

Posted by Mark T. Uyeda, U.S. Securities and Exchange Commission, on Thursday, September 17, 2026
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Statement by Commissioner Uyeda on Proposing Rescission of Rule 14a-8 and Proxy Solicitation Modernization

Posted by Mark T. Uyeda, U.S. Securities and Exchange Commission, on
Thursday, September 17, 2026
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Mark T. Uyeda is a Commissioner of the U.S. Securities and Exchange Commission. This post is based on his recent statement. The views expressed in this post are those of Commissioner Uyeda and do not necessarily reflect those of the Securities and Exchange Commission or its staff.

Today, the Commission proposes to rescind Rule 14a-8, which leaves determination about whether a shareholder proposal may be properly placed on a proxy statement to the states, companies, and shareholders. The Commission also proposes to amend Rule 14a-4 to expand the circumstances under which a company may exercise discretionary voting authority on certain proposals.[1] Lastly, the Commission proposes amendments that would modernize certain rules related to proxy solicitations.[2]

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The Red State AG Attack on ESG Continues to Misfire

Posted by Robert G. Eccles (University of Oxford) and Daniel F. C. Crowley (K&L Gates LLP), on
Thursday, September 17, 2026
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Robert G. Eccles is a Visiting Professor of Management Practice at Saïd Business School, University of Oxford; and Daniel F. C. Crowley is a Partner at K&L Gates LLP.

On August 24, sixteen Republican state attorneys general (AGs) sent a 38-page letter to the chief executives of Deloitte, EY, KPMG and PwC, copying the SEC’s Chairman and its Director of Enforcement. The AGs allege that the firms compromised their professional independence by publicly supporting climate-related disclosure, and end with thirty-eight demands for documents.

We come at this from opposite political directions and agree on the following. This letter continues the effort to pressure participants across the financial markets to ignore the potential financial implications of climate risks. Like the July 2025 State Financial Officers Foundation’s letter to asset managers regarding ESG, to which we responded in Here We Go Again: Red States Continue to Focus on ESG, it sets a dangerous precedent for all sides.  In this shot at accounting firms, the AGs ask the wrong questions, misunderstand the standards that purportedly support their claims, and insinuate conflicts with no factual evidence. Regardless of one’s views on climate disclosure, targeting groups of professionals in this manner can distort the functioning of free markets and have unintended consequences. Indeed, once unleashed, misfires can ricochet.

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The State of U.S. Executive Pay Today

Posted by Stephen F. O'Byrne, Shareholder Value Advisors, Inc., on
Thursday, September 17, 2026
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Stephen F. O’Byrne is the President of Shareholder Value Advisors, Inc. This post is based on his Shareholder Value Advisors memorandum.

The basic objectives of executive pay have been the same since the rise of large corporations in the late 19th century. Shareholders want to give managers strong incentives to increase shareholder value while retaining key talent and limiting shareholder cost. Today, it’s widely accepted that these three objectives can be achieved by managing two dimensions of executive pay: the percent of pay at risk and the company’s target pay percentile.

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From Say-on-Pay to the Boardroom: Making Off-Season Engagement Count

Posted by Serdar Sikca and Kenneth Sparling, FW Cook, on
Wednesday, September 16, 2026
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Serdar Sikca is a Principal and Kenneth Sparling is a Managing Director at FW Cook. This post is based on their FW Cook memorandum.

SAY-ON-PAY SERIES
This is the final article in our summer series on reading the 2026 say-on-pay results, preparing for off-season shareholder engagement, and bringing investor feedback into the compensation committee’s fall planning cycle.

By late fall, most companies have moved on from the annual meeting and are deep into year-end planning. That makes one important window easy to miss: late Q4 and early Q1 are often the best times for substantive conversations with major shareholders, ahead of the proxy season.

This window also falls at a useful point in the compensation committee’s calendar. Some 2026 compensation decisions are complete and will soon appear in the proxy, while the Committee may still be working through incentive design and other critical decisions for 2027. The same engagement can provide context for what shareholders are about to see and give the Board additional perspectives before its decisions are finalized.

Companies should generally avoid asking shareholders to pre-clear a special equity grant, incentive design for the coming year or other Board action. Instead, shareholder engagement gives investors an opportunity to communicate their priorities and explain how they are likely to assess a particular issue. The compensation decision should stay with the Board. The value of engagement is understanding how investors will evaluate it.

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Open Letter to Corporate America’s Executives and Investors About Shareholder Proposals

Posted by Frederick Alexander, The Shareholder Commons, on
Wednesday, September 16, 2026
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Frederick Alexander is the Founder of the Shareholder Commons.

Executives and shareholders:

Since the maturation of the industrial age, our nation’s economic success has rested on a delicate balance of power between the investors who fund and own large companies and the executives who run them. That balance is now at risk, as government officials are substantially remaking the rules that govern the relationship between shareholders and corporations. Most imminently, on August 28, the US Securities and Exchange Commission (the SEC) sent the White House a proposal to rescind Rule 14a-8, the right of shareholders to have their proposals presented to fellow shareholders, a right that has been in place in some form for more than seventy years. If this right is eliminated, state law and private ordering will have to fill the gap.

This letter asks that corporate executives and investors come together on a private ordering solution. The alternative is brinksmanship that likely leads to a risky cycle of destabilizing extremes. While simply eliminating Rule 14a-8–reducing shareholder rights–could be seen as an unambiguous win for executives, a sudden shift of power away from capital providers may well have unintended impacts on a market for capital that has generated great wealth for our nation.

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Shareholder Activism: Ten Trends for 2027

Posted by Elina Tetelbaum and Loren Braswell, Wachtell, Lipton, Rosen & Katz, on
Tuesday, September 15, 2026
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Elina Tetelbaum is a Partner and Loren Braswell is Counsel at Wachtell, Lipton, Rosen & Katz. This post is based on their Wachtell Lipton memorandum.

Last year, we identified ten trends that we expected to shape shareholder activism in 2026. Those trends included: increasing M&A-focused activism, emboldened occasional activists, less visibility into shareholder views, the normalization of serving as a dissident nominee, and more “withhold” campaigns.

The 2026 proxy season has largely borne out our expectations. Activism continued at elevated levels globally in the first half of 2026. Approximately 40% of campaigns involved an M&A-related thesis, fueled by a constructive regulatory and financial environment. However, the high volume of activism has not translated into a corresponding increase in proxy fights going to a vote. Settlements remain the principal mechanism for resolution, with a significant number of settlements being announced prior to any public agitation by the activist. The proxy voting system is also becoming more fragmented, and therefore less predictable, as the “Big Three” institutional investors split their voting teams, pass-through voting becomes more prevalent, and large investors increasingly incorporate AI into their voting models.

Against this backdrop, we expect the following ten trends for the year ahead.

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Executive Security and Protection Continues to Expand

Posted by Aubrey Bout, Rebecca Friday, and Ben Futterman, Pay Governance LLC, on
Tuesday, September 15, 2026
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Aubrey Bout is a Managing Partner and Rebecca Friday and Ben Futterman are Consultants at Pay Governance LLC. This post is based on their Pay Governance memorandum.

KEY TAKEAWAYS

  • Personal security benefits are becoming more common. Among S&P 500 companies, prevalence of CEO personal security increased from 35% to 54% year over year, while approximately 47% of companies now provide personal security to at least one additional named executive officer (NEOs).
  • Growth is most pronounced below the CEO level. Median personal security values for other NEOs rose from approximately $10K to $32K, while the 75th percentile increased from approximately $32K to $143K.
  • Security programs are becoming more multidimensional. Based on most recent 2026 proxy disclosures, there are increased references to digital protection, cybersecurity monitoring, online privacy services, personal data removal, home network monitoring, and independent risk assessments.
  • Personal Aircraft usage values increased. CEO aircraft usage values increased 17% at the median and 37% at the 75th percentile, with meaningful increases also reported for other NEOs.
  • Disclosure quality is improving. Disclosures increasingly address digital security, independent risk assessments, and governance oversight.

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Board Oversight of AI Transformation

Posted by Dan Priest, Jenn Kosar, and Barbara Berlin, PricewaterhouseCoopers LLP, on
Monday, September 14, 2026
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Dan Priest is a Chief AI Officer, Jenn Kosar is an AI Assurance Leader, and Barbara Berlin is a Managing Director at PricewaterhouseCoopers LLP. This post is based on their PwC memorandum.

Introduction

Since the launch of ChatGPT in late 2022, AI has rapidly evolved from a breakthrough technology into a core driver of business transformation. The pace of change has been rapid, and companies are now moving beyond experimentation to redesign how work gets done across products and services, decision-making, operations, and the workforce itself. As with other major technology shifts, the long-term impact will depend less on the tools themselves and more on how efficiently companies redesign the business around them.

A company’s success with AI will likely depend on clear strategic choices, disciplined investment, workforce and operating model change, and the ability to scale adoption for competitive advantage. It will also depend on building trust through effective risk management, strong governance, and responsible use.

As technology advances and becomes more accessible, companies face dynamic and evolving transformation. AI strategies may need to adapt over time, requiring ongoing reassessment of priorities and investments. History shows that we often misjudge technological change, overestimating short-term breakthroughs while overlooking its deeper, long-term impact. AI is no exception.

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DATs and Crypto-Pivot Companies: Understanding and Mitigating Shareholder Activism Risks

Posted by Leonard Wood, Daniel Roeser, and Karen Ubell, Goodwin Procter LLP, on
Monday, September 14, 2026
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Leonard Wood is Chair of the Shareholder Activism and Takeover Defense Practice, Daniel Roeser is a Partner in the Securities Litigation and White Collar Defense groups, and Karen Ubell is Co-Chair, Digital Currency & Blockchain at Goodwin Procter LLP. This post is based on their Goodwin memorandum.

The emergence of digital asset treasury companies (“DATs”) and crypto-pivot companies – public companies that have repositioned all or a substantial portion of their corporate strategy around the acquisition, accumulation, and management of digital assets – has introduced a new and rapidly evolving sector of public companies to the market. Since the beginning of 2025, a growing number of public companies have adopted some version of the playbook: reposition legacy businesses around digital asset treasury strategies; accumulate digital assets on the balance sheet; and, in some cases, deploy digital assets to generate returns through staking,[1]  lending, protocol participation, and related activities. Early DATs and crypto-pivot companies attracted substantial institutional and retail capital because their stocks traded at a significant premium to the market values of their accumulated digital assets (i.e., their net asset value or “NAV”).

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