Pat Haggerty is a Managing Director at Pearl Meyer & Partners, LLC. This post is based on his Pearl Meyer memorandum.
Summary: As AI reshapes business performance, compensation committees face new governance questions around measurement integrity, accountability, and whether existing incentive frameworks still reflect how value is created.
Sebastian Alsheimer is a Partner and Head of the Shareholder Engagement and Activism Defense Practice, J.T. Ho is a Partner, and Paul J. Shim is a Partner and Co-Leader of the Americas M&A Group at Cleary, Gottlieb, Steen & Hamilton LLP.
As the 2026 proxy season approaches its midpoint, the early data confirm rather than reverse the structural shifts that defined 2025. Shareholder activism remains a feature of the public markets that virtually every issuer must confront, whatever its size, maturity, reputation, or governance profile. So far in 2026, activists have launched more campaigns than they did in the same period last year. They have pressed for more M&A demands, concentrated their activity among a familiar set of well-capitalized hedge funds, and turned their attention toward larger companies and the technology sector. Settlements remain the main path to the boardroom, even though board seats have grown harder to win. This post offers a mid-season assessment in two parts: the key issues that have emerged so far, and the lessons and outlook for the rest of the year. Unless we note otherwise, the figures below come from Deal Point Data and cover identified activist campaigns launched between January 1 and June 1 of each year, at companies with a market capitalization of at least $300 million.
This roundup contains a collection of the posts published on the Forum during the week of June 19-25, 2026
Christine Davine is a Managing Partner, Caroline Schoenecker is a Managing Director, and Jamie McCall is a Research & Insights Manager at Deloitte LLP. This post is based on a Deloitte memorandum by Ms. Davine, Ms. Schoenecker, Mr. McCall, Elizabeth Molacek, and Timothy Murphy.
As businesses face volatility and market shifts, many corporate boards are having to make critical decisions amid heightened uncertainty to help top management deliver growth while strengthening resilience. Against this backdrop, improving board composition could be a key strategy for enterprises seeking to build long-term strength. This potential is underscored by a recent Deloitte Global survey of 739 board directors and C-suite executives, in which 38% of respondents identified it as a leading driver of long-term resilience, second only to open communication between the board and the CEO (66%).
Having broader functional experience in the boardroom could help enterprises adapt more effectively to shifting market conditions. To assess that potential, we examined how directors’ career backgrounds may influence the capabilities of Fortune 100 boards, drawing on the last six leadership roles held by each director (see “About the data”).[1] The objective is practical: to provide a baseline for board refreshment discussions and help focus director education efforts.
Torsten Jochem is an Associate Professor in Finance at the University of Amsterdam, Gaizka Ormazabal is Associate Dean for Research and Professor of Accounting and Control at IESE Business School, and Anjana Rajamani is an Associate Professor of Finance at the Rotterdam School of Management, Erasmus University. This post is based on their recent paper.
The pay levels of CEOs of publicly listed firms in the U.S. have converged sharply over the last two decades, amid the increasing use of compensation benchmarking against other firms with a similar profile.
In a new paper, we looked at a wide sample of publicly listed U.S. firms over the period 1996 to 2023, tracking the variation in pay across chief executives. After peaking around the year 2000, we find the cross-sectional variation in CEO pay levels has declined almost 40% since 2007. Pay has converged toward the median at both tails of the distribution curve, and that is the case at an economy-wide level, across different industries, within groups of similar-sized companies in the same industries, and within compensation peer groups.
Brad Goldberg and Beth Sasfai are Partners, and Michael Mencher is Special Counsel at Cooley LLP. This post is based on a Cooley memorandum by Mr. Goldberg, Ms. Sasfai, Mr. Mencher, Reid Hooper, Justin Kisner, and Vince Flynn.
Despite the heightened drama of the 2026 shareholder proposal season – precipitated by the landmark announcement from the staff of the Division of Corporation Finance of the SEC (SEC staff) that it would generally not respond to no-action requests during the 2026 proxy season – the year-over-year trends remained largely consistent with the prior year. Overall proposal volume continued to decline, driven primarily by fewer environmental and social (E&S) proposals, while governance and anti-ESG proposal activity and support levels remained broadly consistent with last year.
This alert provides an overview of proposal submissions and early voting trends for the 2026 season, examines exclusion and litigation developments under the SEC staff’s new no-action policy, as well as evolving proponent tactics, and considers the implications for what may be an even more chaotic 2027 season.
Jen Sisson is the CEO, and Jakub Brejdak and Ayan Tewari are Senior Policy Executives at International Corporate Governance Network. This post is based on their ICGN memorandum.
Technology should make shareholder meetings more accessible. It should not make boards less accountable.
Across global markets, investors broadly welcome the use of digital tools to improve participation in annual general meetings. Remote access can help shareholders attend meetings they might otherwise miss, reduce logistical barriers and broaden engagement. But access is not the same as accountability. An AGM is not just an administrative event. It is one of the few formal moments each year when the board is publicly answerable to shareholders. It is also a valuable opportunity for companies to hear directly from their investors, understand shareholder perspectives and build the trust that supports long-term value creation.
Ofer Eldar is a Professor of Law at UC Berkeley and Lorenzo Magnolfi is an Associate Professor of Economics at Ohio State University. This post is based on their recent paper.
For most of the modern era, Delaware has been the default home of American corporate law. That dominance is familiar, but it is also puzzling. Delaware does not offer corporations a simple code of bright-line rules. It offers fiduciary standards, judicial review, and a continuing stream of case law. Other states have often promised more predictable statutes that limit litigation and protect managerial discretion. Yet public companies continued to choose Delaware in large numbers.
The current debate over DExit makes this puzzle newly important. High-profile firms have explored or completed moves to states such as Nevada and Texas, often arguing that Delaware law has become too uncertain or too intrusive. To assess that critique, it helps to ask why firms chose Delaware in the first place.
Matthew L. Ploszek and Adam M. Sanchez are Partners at Cravath, Swaine & Moore LLP. This post is based on a Cravath memorandum by Mr. Ploszek, Mr. Sanchez, Kimberley S. Drexler, Evan A. Hill, and Margaret T. Segall.
Under the Trump administration, the U.S. government has significantly shifted its industrial policy to act as a cornerstone investor in companies operating in sectors involving strategic assets, including energy, critical infrastructure, critical minerals, supply chain resilience, advanced technology and national security. Since the beginning of 2025, the U.S. government has invested, or committed to invest, $20.9 billion in 16 transactions to acquire direct ownership stakes in companies operating in these sectors.[1] However, these transactions do not fit squarely within a single investment category (e.g., a U.S. government partnership may include elements of a minority equity investment, project finance, grants, loans, guarantees, commercial arrangements, regulatory facilitation and strategic partnerships). The U.S. government may be “wearing many hats” in connection with making these investments, so companies should be careful not to characterize these transactions through a narrow lens at the outset and instead assess the full range of legal, regulatory and commercial considerations that may apply.
Shaun Bisman is a Partner and Margaret Engel is a Founding Partner at Compensation Advisory Partners. This post is based on a CAP memorandum by Mr. Bisman, Ms. Engel, Maimouna Gueye, and Bhavika Podduturi.
On April 2, 2025, referred to as “Liberation Day,” the Trump Administration announced a universal 10% tariff on all imported goods. In addition, the Administration imposed country-specific “reciprocal tariffs” on 57 nations, bringing total tariff rates to as high as 50% for certain trading partners. Major manufacturing hubs that account for a significant share of U.S. imports, including China, Vietnam, and India, were among the most significantly impacted, with certain categories of goods from these countries subject to materially higher effective tariff rates depending on industry and product type.
