Yearly Archives: 2026

Short-Term Incentive Metrics: Increasing Metric Complexity and a Pay-for-Performance Disconnect

Posted by Subodh Mishra, ISS STOXX, on
Thursday, July 2, 2026
, , ,
More from: , , ,

Subodh Mishra is the Global Head of Communications at ISS STOXX. This post is based on an ISS-Corporate memorandum by Will Harrington and Sean Reilly, Compensation and Governance Advisory, at ISS-Corporate.

Key takeaway

  • Increases in the number of metrics used in short-term CEO incentive plans correspond with a
    notable increase in payout levels across the S&P 1500
  • Above-median payouts do not clearly correspond to above-median performance, as measured by annual TSR
  • The Pandemic inspired a shift in metric utilization with a higher number of short-term incentive
    plans utilizing a greater number of incentive metrics after 2020. The level has remained elevated
    even after the impact of the Pandemic decreased
  • Use of a diversified set of short-term incentive metrics raises key questions for compensation
    committees over executive retention and performance incentivization
  • Use of non-financial metrics, often difficult for those outside a company to assess, has also
    increased since the Pandemic

READ MORE »

Post-Doctoral and Doctoral Corporate Governance Fellowships for Individuals with Legal Training

Posted by Harvard Law School Forum on Corporate Governance, on
Wednesday, July 1, 2026

More from:

The Program on Corporate Governance at Harvard Law School (HLS) is pleased to announce that it is seeking applications from highly qualified candidates who are interested in working with the Program as Post-Doctoral or Doctoral Corporate Governance Fellows.

Candidates should have a law degree from a law school in the United States or abroad. Candidates still pursuing a doctoral degree are eligible so long as they will have completed their program’s coursework requirements by the time they begin their fellowship period.

During the term of their appointment, Fellows will be in residence at HLS. They will be required to devote part of their time to work on research tasks assigned by the Program, depending on their skills, interests, and Program needs, but will be able to spend significant time on projects initiated by them. The position will provide a competitive fellowship salary and Harvard University benefits.

Applicants should have an interest in corporate governance and in academic or policy research in this field. Former Fellows of the Program currently teach in many leading law schools in the U.S. and abroad (e.g., Scott Hirst (BU), Robert Jackson (NYU), Marcel Kahan (NYU), Kobi Kastiel (Tel-Aviv), Yaron Nili (Duke), Roberto Tallarita (Harvard) and Holger Spamann (Harvard)).

Interested candidates should submit a CV, a writing sample, and a cover letter to the coordinator of the Program, at [email protected]. The cover letter should describe the candidate’s experience, reasons for seeking the position, career plans, and the period during which they would like to work with the Program.

Applications are considered on a rolling basis, and the start date is flexible. Candidates should apply only if they seek to stay at the Program for two years. All personnel appointments at the Program are for one year, but the appointment period is generally extendable for additional one-year period/s (subject to business needs and satisfactory performance).

Audit Committee Considerations for SEC’s Proposal on Semiannual Reporting

Posted by Kathy Nieland, Tracey-Lee Brown, and Gregory Johnson, PricewaterhouseCoopers LLP, on
Wednesday, July 1, 2026
, , , , , ,
More from: , , ,

Kathy Nieland is a Partner, and Tracey-Lee Brown and Gregory Johnson are Directors at the Governance Insights Center, PricewaterhouseCoopers LLP. This post is based on their PwC memorandum.

What the audit committee needs to know

On May 5, the SEC issued a rule proposal that would provide an optional semiannual reporting framework as an alternative to the existing quarterly reporting framework. The optional semiannual reporting framework would be available to any registrant currently required to file a quarterly report on Form 10-Q.

Form 10-S would replace Form 10-Q for semiannual filers

A company that elects the semiannual reporting framework (a semiannual filer) would forgo filing quarterly reports on Form 10-Q (for the first, second, and third quarters of its fiscal year) and would instead file one interim report covering the first half of the fiscal year on new Form 10-S. Form 10-S would require the same information that is currently required by Form 10-Q, except that the financial information (and related disclosures) would cover the fiscal six-month period instead of a quarter. Unlike Form 10-Q, which requires presentation of both quarter-to-date and year-to-date periods, Form 10-S would only require presentation of the year-to-date (i.e. semiannual) period, though voluntary presentation of quarterly information would be permitted. The financial statements in Form 10-S would be required to be (1) prepared under US GAAP, (2) reviewed by the auditor, and (3) data tagged using Inline XBRL.

READ MORE »

Court of Chancery Imposes Sanctions for Spoliation of Signal Messages

Posted by Mallory Tosch Hoggatt, Alan Goudiss, Jeffrey Hoschander, A&O Shearman, on
Wednesday, July 1, 2026
, , , , , , , , ,
More from: , , , , ,

Mallory Tosch Hoggatt, Alan Goudiss, and Jeffrey Hoschander are Partners at A&O Shearman. This post is based on an A&O Shearman memorandum by Ms. Tosch Hoggatt, Mr. Goudiss, Mr. Hoschander, Henessy Guerrero, and Jessie Donegan, and is part of the Delaware law series; links to other posts in the series are available here.

On May 26, 2026, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery imposed sanctions for the spoliation of evidence in a fiduciary duty case arising from the merger of a wrestling entertainment company (the “Company”) with a global sports and entertainment company (the “Acquiror”). In re World Wrestling Ent., Inc. Merger Litig., C.A. No. 2023-1166-JTL (Del. Ch. May 26, 2026). The Court found that the Company’s controlling stockholder and senior officers—at a minimum, recklessly— destroyed Signal chats and messages after receiving legal hold notices and that plaintiffs were prejudiced thereby because “context suggests” that the lost evidence was relevant. As a result, the Court ordered a shift of the burden of proof from plaintiffs to defendants by presuming the truth of a limited set of facts in favor of plaintiffs, subject to rebuttal only by clear and convincing evidence.

READ MORE »

The Effective Board: A Guide to Drive Board Performance

Posted by Lee Henderson and Jamie Smith, EY, on
Tuesday, June 30, 2026
, , , , , ,
More from: , ,

Lee Henderson is the Center for Board Matters Leader and Jamie Smith is the Center for Board Matters Director at EY. This post is based on their EY memorandum.

What does it take for a board to be truly effective today, what gets in the way, and how are leading boards overcoming those barriers?

In brief

  • Directors say the quality and flow of information from management is a key driver of board effectiveness, but performance is uneven across boards.
  • Boards want more time on AI, talent and geopolitics, and leading boards improve information and meeting practices to get it instead of just adding hours.
  • Directors see board composition as an area of weakness, but many are taking steps to refresh membership to acquire new skills.

Your board agenda is packed, your board book is longer than ever, and the topics that matter most are moving faster than the scheduled meeting cycle. Coupled with stakeholders’ rising expectations of board members and activists on the hunt for targets, directors cannot afford missteps. The fundamentals of board effectiveness are urgently needed to navigate a world whose challenges are becoming daily more acute.

READ MORE »

First Court of Chancery Decision Interpreting New DGCL Amendments Provides Greater Certainty for Boards and M&A

Posted by Rick Horvath, Eric Siegel, and Molly Wang, Dechert LLP, on
Tuesday, June 30, 2026
, , , , ,
More from: , , ,

Rick Horvath and Eric Siegel are Partners, and Molly Wang is an Associate at Dechert LLP. This post is based on their Dechert memorandum and is part of the Delaware Law Series and the Controlling Shareholder Series; links to other posts in the Delaware Law Series are available here; links to other posts in the Controlling Shareholder Series are available here.

Key Takeaways

  • In 2025, sweeping amendments to the Delaware General Corporation Law (the “DGCL”) were adopted, including a new Section 144 safe harbor for conflicted transactions and a heightened presumption of director disinterestedness.
  • The Court of Chancery recently applied this presumption of director disinterestedness to a derivative complaint outside of the Section 144 safe harbor, and made clear that bare allegations of director compensation, overlapping board service, business relationships, and minority co-investments in professional sports teams will not suffice to rebut the presumption of director disinterestedness.
  • While addressed in the context of a derivative complaint, the Court’s analysis provides helpful guidance and, if applied in future cases, would remove much of the uncertainty related to conflicted transactions.

READ MORE »

U.S. Proxy Season: Say-on-Pay, One-Time Awards, and Equity Plan Trends

Posted by Subodh Mishra, ISS STOXX, on
Monday, June 29, 2026
, , , , ,
More from: , , ,

Subodh Mishra is the Global Head of Communications at ISS STOXX. This post is based on an ISS-Corporate memorandum by Tim Sessing, Compensation & Governance Advisory Associate, and Chris Sayo, Senior Associate for Data Analytics at ISS-Corporate.

Strength in Say-on-pay outcomes suggests that investors view most compensation programs as reasonably aligned with performance, even as certain pay practices—such as one-time equity awards—persist.

The 2026 U.S. proxy season reflects continued strength in Say-on-Pay (SOP) outcomes relative to recent years. While headline voting results jump to a five-year high, shifts in both the prevalence and structure of one-time equity awards suggest that companies are once again relying on targeted compensation tools to address retention, leadership transitions, and ongoing market uncertainty. Meanwhile, activity related to equity plan proposals remains elevated, reinforcing the central role of equity in pay design. These dynamics point to broad but nuanced investor support for key executive compensation proposals.

READ MORE »

Opting Out of Court? Reputation and Informal Norms in Private Equity

Posted by Kobi Kastiel (Tel Aviv University) and Yaron Nili (Duke University), on
Monday, June 29, 2026
, , ,
More from: ,

Kobi Kastiel is a Professor of Law at Tel Aviv University, and Yaron Nili is a Professor of Law at Duke University School of Law. This post is based on their recent article, forthcoming in the Vanderbilt Law Review.

Private equity sits at the heart of global finance. This $13 trillion industry thrives on contracts that lock in billions of dollars over decades, and on relationships between investors—the limited partners (“LPs”)—and the general partners (“GPs”) who manage their money. In an arena where LPs hand over vast sums, have limited say during a fund’s life, and have few exit options, one would expect courts to play a central role in policing the relationship. Yet they do not. In stark contrast to public markets, where shareholder litigation helps deter misconduct and shape corporate norms, private equity operates in a near-litigation-free zone. Lawsuits against GPs are rare, and when they happen, they are reserved for the most egregious breaches, such as outright fraud.

This presents a genuine puzzle. In an industry where fiduciary conflicts and misaligned incentives are not uncommon, why do LPs almost never turn to the courts to enforce their rights? And if litigation is largely off the table, how does the industry resolve disputes and discipline misconduct?

In a new Article, forthcoming in the Vanderbilt Law Review, we offer the first account of the rarity of litigation in private equity, of its underlying causes, and of the ecosystem of extralegal relations and informal norms that serves as a partial substitute for formal legal channels. Drawing on a proprietary dataset of limited partnership agreements (“LPAs”), a comprehensive search of four decades of state and federal litigation, and a unique set of interviews with senior investment officers and legal advisors to both LPs and GPs, we make three contributions to the literature on private equity.

READ MORE »

Delaware Court of Chancery Dismisses Stockholder Claims as Derivative, Unripe, and Untimely

Posted by Robin Wechkin and Madison Ferraro, Sidley Austin LLP, on
Monday, June 29, 2026
, , , ,
More from: , ,

Robin Wechkin is a Counsel and Madison Ferraro is a Managing Associate at Sidley Austin LLP. This post is based on their Sidley memorandum and is part of the Delaware law series; links to other posts in the series are available here.

On April 13, 2026, the Delaware Court of Chancery dismissed all 12 claims asserted in The Gregory M. Raiff 2000 Trust v. Jenzabar, Inc., 2026 WL 992587 (Del. Ch. Apr. 13, 2026). Some claims were exclusively derivative, some were unripe, some were time-barred, and some were deficient for a combination of these reasons. The court cited Brookfield’s holding that dilution claims without more are derivative and rejected the plaintiffs’ contention that their claims fell within two exceptions to Brookfield. The opinion also reinforces the well-established distinction between indemnification and advancement of fees and illustrates the perils for plaintiffs who file too early or too late.

READ MORE »

Delaware Court of Chancery Interprets New Section 144 and Applies Heightened Presumption of Director Independence

Posted by Amy Simmerman, Brad Sorrels, and Jordan Cramer, Wilson Sonsini Goodrich & Rosati, on
Sunday, June 28, 2026
, , , , ,
More from: , , , , ,

Amy Simmerman and Brad Sorrels are Partners and Jordan Cramer is an Associate at Wilson Sonsini Goodrich & Rosati. This post is based on a Wilson Sonsini memorandum by Ms. Simmerman, Mr. Sorrels, Ms. Cramer, Daniyal Iqbal, and Shannon German, and is part of the Delaware Law Series and the Controlling Shareholder Series; links to other posts in the Delaware Law Series are available here; links to other posts in the Controlling Shareholder Series are available here.

On June 15, 2026, the Delaware Court of Chancery issued an Opinion interpreting Section 144 of the Delaware General Corporation Law (the DGCL), the landmark statutory measure adopted last year to provide safe harbors for certain conflicted transactions and address director independence, among other reforms.[1] The Opinion arose in a common context in Delaware stockholder litigation: claims over director and management compensation. In the decision, Vice Chancellor Lori W. Will applied, for the first time, the statute’s heightened presumption of independence for directors of public companies determined by the board to be independent under the relevant NYSE or Nasdaq listing standards to dismiss derivative claims on demand futility grounds.

READ MORE »

Page 21 of 56
1 … 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 … 56