Yearly Archives: 2026

SEC Proposes New E-Delivery Framework

Posted by Andrew Brady, Kevin Hardy, and Aaron Washington, Skadden, Arps, Slate, Meagher & Flom LLP, on
Thursday, August 6, 2026
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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

Posted by AJ Patterson, Rachael Harrison, and Robert Kalb, Aon plc, on
Wednesday, August 5, 2026
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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

Posted by Amy Simmerman, Ryan Greecher, and James Griffin-Stanco, Wilson Sonsini Goodrich & Rosati, on
Wednesday, August 5, 2026
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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

Posted by Jason Holt, Sam Purcell, and Dimitri Zagoroff, Glass, Lewis & Co, on
Tuesday, August 4, 2026
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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?

Posted by Lyuba Goltser and Kaitlin Descovich, Weil, Gotshal & Manges LLP, on
Tuesday, August 4, 2026
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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

Posted by Margot McShane and Hetty Pye, Russell Reynolds Associates, on
Monday, August 3, 2026
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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

Posted by Jon Solorzano, Vinson & Elkins LLP, on
Monday, August 3, 2026
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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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Petition on SEC Rule 14a-8 Reform

Posted by Sanford Lewis, Shareholder Rights Group, on
Sunday, August 2, 2026
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Sanford Lewis is the Director at Shareholder Rights Group. This post is a based on a Shareholder Rights Group rulemaking petition by Mr. Lewis, Steven Rothstein, Dave Wallack, Josh Zinner, Thomas DiNapoli, and Bryan McGannon.

I. Introduction

The undersigned submit the following pursuant to 17 CFR § 201.192(a) (Rule 192(a) of the Commission’s Rules of Practice) and Section 553 of the Administrative Procedure Act.

Petitioners request that the Commission, in any rulemaking to amend Rule 14a-8 under the Securities Exchange Act of 1934 (“the Rule”), largely retain the Rule, which has, over the course of many decades established and refined a balance among issuers, proponents, and the voting shareholders whose capital is at stake.

The petition addresses both the no-action process as well as the underlying exclusion and procedural rules. We urge that both be retained and staff review be restored effective immediately.

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What You are Likely to Hear in the Boardroom: Boardroom Decisions Shaping Compensation Strategy

Posted by Steve DeMaria and Lane Ringlee, Pay Governance LLC, on
Saturday, August 1, 2026
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Steve DeMaria is a Consultant and Lane Ringlee is a Partner at Pay Governance LLC. This post is based on their Pay Governance memorandum.

Key Takeaways

Compensation committees are increasingly focused on how executive compensation programs support talent, leadership, and long-term business strategy given the volatile external environment. This Part 2 of our two-part Viewpoint series explores several emerging trends shaping boardroom discussions, including:

Compensation Design and Program Evolution

  1. Stick with PSUs or “Go Long”?
  2. Evolution from ESG Metrics to Broader Human Capital Focus

Talent, Governance, and Organizational Priorities

  1. Differentiating High Performers and Top Skills
  2. Navigating Shifts to Split Leadership Structures
  3. Continued Focus on Executive Security

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Supreme Court Rejects Investor Loss Requirement for SEC Disgorgement

Posted by Luke Cadigan, Tejal Shah, and Elizabeth Skey, Cooley LLP, on
Friday, July 31, 2026
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Luke Cadigan is the Partner in Charge, Boston, and Tejal Shah and Elizabeth Skey are Partners at Cooley LLP. This post is based on their Cooley memorandum.

On June 4, 2026, the US Supreme Court held that the Securities and Exchange Commission (SEC) need not prove that investors suffered actual financial loss to obtain disgorgement in a civil action. In a unanimous opinion authored by Justice Neil Gorsuch, Sripetch v. SEC, the Court reached this conclusion by relying on “traditional equitable principles,” which “do not require a showing of pecuniary loss before a court may issue an award of unjust profits.”

This ruling creates uniformity nationwide on an issue that had split the circuits, with the US Court of Appeals for the Second Circuit previously holding that pecuniary loss was required to obtain disgorgement, and the First and Ninth Circuits holding it was not. The SEC’s ability to continue seeking disgorgement without showing pecuniary loss is meaningful, given the SEC obtained orders for $10.8 billion in disgorgement of ill-gotten gains and prejudgment interest in fiscal year 2025.[1]

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