Yearly Archives: 2026

Emission Impossible: Corporate Climate Goals Moving from Adoption to Execution

Posted by Matteo Tonello, The Conference Board, Inc, on
Thursday, July 23, 2026
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Matteo Tonello is the Head of Data Benchmarking and Analytics at The Conference Board, Inc. This post is based on a report developed by The Conference Board in partnership with ESGAUGE and authored by Andrew Jones, Principal Researcher, Governance & Sustainability Center at The Conference Board.

This report draws on executive insights and disclosure data from US public companies to assess where corporate climate targets are credible, where emissions trends are off track, and what business leaders should do to govern, track, and communicate climate commitments more effectively.

Trusted Insights for What’s Ahead®

  • Setting climate goals is a mainstream large-company practice. Some 84% of S&P 500 companies disclosed a climate target in 2025, compared with 34% of the Russell 3000.
  • Many climate targets are at risk. About 58% of S&P 500 companies with Scope 1 (direct emissions from operations) targets and 62% with Scope 3 (indirect value chain emissions) targets have reported flat or rising emissions since 2021, while only 24% of polled sustainability leaders are fully confident in their goals.
  • Scope 1 remains the hardest operational challenge. Median Scope 1 emissions fell 41% across the Russell 3000 from 2021 to 2025 but were flat among S&P 500 companies, and utilities saw emissions rise in 2025 as power demand increased.

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The 2026 Shareholder Proposal Exclusion Experience and Takeaways for the 2027 Season

Posted by Marc S. Gerber and Jeongu Gim, Skadden, Arps, Slate, Meagher & Flom LLP, on
Thursday, July 23, 2026
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Marc S. Gerber is a Partner and Jeongu Gim is an Associate at Skadden, Arps, Slate, Meagher & Flom LLP. This post is based on their Skadden memorandum.

Executive Summary

  • What’s new: Under the SEC Staff’s hands-off approach to company exclusions of shareholder proposals, companies excluding shareholder proposals in 2026 experienced litigation, the threat of proposal submissions under advance notice bylaws and the risk of lower voting support for directors.
  • Why it matters: The SEC Staff’s hands-off approach is expected to continue for the 2027 proxy season. Company experiences from this proxy season will inform the approach companies take for the upcoming proxy season.
  • What to do next: Companies will want to review the bases for exclusion, assess the risks in light of 2026 experiences and, where exclusion is chosen, clearly explain the bases for exclusion to minimize the risks of adverse reactions.

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Remarks by Chair Atkins on Revitalizing Public Markets and Expanding Small Business Access to the IPO Market

Posted by Paul Atkins, U.S. Securities and Exchange Commission, on
Wednesday, July 22, 2026
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Paul S. Atkins is the Chairman of the U.S. Securities and Exchange Commission. This post is based on his recent remarks. 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 being here today.

I should like to begin by extending a warm welcome to the Committee’s new members—Anya Coverman, Joseph Lucosky, Andrew Prystai, Rodrigo Seira, and Erik Syvertsen. I am certain that your collective expertise and many contributions will prove invaluable as we work to widen pathways to capital for small businesses.

Today, we turn to that very objective, as the Committee continues its consideration of a matter that I maintain to be among the most consequential before us: how to incentivize more companies—especially those small and growing—to go and remain public.

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The Enduring Value Of Holding Ourselves To Our Enduring Values: A Reflection Honoring The OECD’s Guidelines For Multinational Enterprises On Responsible Business Conduct

Posted by Leo E. Strine, Jr. (University of Pennsylvania Carey Law School), on
Wednesday, July 22, 2026
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Leo E. Strine, Jr. is the Michael L. Wachter Distinguished Fellow in Law and Policy at the University of Pennsylvania Carey Law School and the former Chief Justice and Chancellor of the State of Delaware. This post is based on his recent paper.

This year marks the 50th anniversary of the OECD’s Guidelines For Multinational Corporations For Responsible Business Conduct, a set of principles to which the United States, the other OECD nations, and additional signatories totaling 52 nations comprising nearly two-thirds of the world’s economic activity and the bulk of market-based, democratic nations, adhere.  In this condensed set of remarks, the longer version of which can be found here, I was honored to help set the stage for a discussion of the importance of and ways to strengthen the Guidelines among leading representatives of business, labor, and governmental stakeholders.

We gather at a time when the citizens of OECD nations have reason to be cynical about whether political and business leaders can be trusted.

Facing incontrovertible evidence that human-caused climate change is accelerating and poses enormous economic and human harm, business leaders have abandoned commitments to help arrest warming before it is too late.  Knowing that artificial intelligence poses great dangers, the AI industry has pivoted from recognizing that legal regulation is necessary to advocating a “just trust us” approach, spending enormous sums to influence the political process against responsible regulation, and seismically expanding their use of climate-harming energy.

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Are AI Legal Chats by Non-Lawyer Officers and Directors Discoverable?

Posted by Gail Weinstein, Philip Richter, and Steven Epstein, Fried, Frank, Harris, Shriver & Jacobson LLP, on
Wednesday, July 22, 2026
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Gail Weinstein is a Senior Counsel, Philip Richter is a Partner and a Co-Head of the M&A and Private Equity Practice, and Steven Epstein is the Managing Partner at Fried, Frank, Harris, Shriver & Jacobson LLP. This post is based on a Fried Frank memorandum by Ms. Weinstein, Mr. Richter, Mr. Epstein, Steven J. Steinman, Randi Lally, and Colum J. Weiden, and is part of the Delaware Law Series; links to other posts in the series are available here.

One might expect the response to be uncomplicated—say, that such conversations would not be protected from discovery, under either the attorney-client privilege or the attorney work product doctrine, because AI is not an attorney. But courts are just beginning to grapple with this question, and the answers have been varied:

  • In U.S. v. Heppner (S.D.N.Y. Feb. 17, 2026), a federal district court in New York held that a criminal defendant’s exchanges with a consumer version of Claude, which were not directed by his lawyer, were discoverable.
  • And, in Fortis Advisors v. Krafton (Del. Ct. Ch. Mar. 19, 2026), the Delaware Court of Chancery considered as evidence a CEO’s ChatGPT exchanges that provided a legal strategy for the company to avoid having to pay an earnout obligation.
  • However, in Warner v. Gilbarco Inc. (E.D. Mich. Feb. 10, 2026), a federal district court in Michigan held that a pro se litigant’s use of AI was work product, and so was protected from discovery, because it was used in anticipation of litigation and in a manner not likely to get into an adversary’s hands.

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Governance Proposals Dominate the 2026 Proxy Season

Posted by Subodh Mishra, ISS STOXX, on
Tuesday, July 21, 2026
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Subodh Mishra is the Global Head of Communications at ISS STOXX. This post is based on an ISS-Corporate memorandum by Henry Mbom, Vice President, Compensation and Governance Advisory; and Toby Huang, Senior Associate, Data Analytics, at ISS-Corporate.

As the 2026 U.S. proxy season draws to a close, both the volume of shareholder proposals brought to a vote and the level of investor support they received show a dramatic change from previous years in the shareholder proposal landscape.

Early in 2025, the SEC issued Staff Legal Bulletin No. 14M (SLB 14M), revising shareholder proposal framework and providing issuers greater flexibility to obtain no-action relief. This change had a significant impact during the 2025 proxy season, greatly increasing the number of proposals being omitted from the ballot. The shareholder proposal landscape was further upended ahead of the 2026 proxy season, with the SEC’s Division of Corporate Finance retreating from its traditional role as an arbitrator of shareholder proposals, declining to review or express views on most requests for shareholder proposal exclusions.

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Disclosure Schedules are a Waste of Money

Posted by Melissa Sawyer, on
Tuesday, July 21, 2026
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Melissa Sawyer is Global Co-Head of M&A at Sullivan & Cromwell LLP.

This article is the sequel to the author’s previous article entitled Merger Agreements are Too Long.

In public company M&A deals, the target’s disclosure schedules typically consist of lists of facts about the target and its businesses.  Most of the listed items are either exceptions to detailed representations and warranties (the “reps”) or information specifically required by the reps to be listed out.  For example, disclosure schedules might include lists of all of the target’s registered trademarks or descriptions of all of the target’s pending litigation matters.  The resulting schedules can be hundreds of pages long and add little value from a risk allocation perspective for either buyers or targets.  Dealmakers should eliminate this burdensome “tree-killer” from the public company M&A playbook.

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International Sustainability Reporting – Divergence and Equivalence

Posted by John Young, Ulysses Smith, and Alfie Scott, Debevoise & Plimpton LLP, on
Monday, July 20, 2026
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John Young is a Counsel, Ulysses Smith is an ESG Senior Advisor, and Alfie Scott is an Associate at Debevoise & Plimpton LLP. This post is based on their Debevoise memorandum.

Since the first application of the EU Corporate Sustainability Reporting Directive (“CSRD”) to companies in 2024, two projects have been underway to produce detailed sustainability reporting standards: (i) the EU’s Sustainability Reporting Standards, with separate standards for EU companies (the “ESRS”) and groups with non-EU parents (the “N-ESRS”) reporting under CSRD and (ii) the International Sustainability Standards Board’s (“ISSB”) standards published by the International Financial Reporting Standards (IFRS) Foundation. As states around the world adopt sustainability reporting standards by reference to the ISSB standards, either by directly adopting those standards or by producing local standards derived from ISSB, world-wide groups will produce sustainability reports by reference to more than one set of standards.[1]

States and regulators now have the opportunity to address the divergence that has developed internationally. In this In Depth, we discuss the challenges raised by different sustainability standards around the world and the steps that states and authorities are taking to develop an equivalence or passporting system.

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What Sustainability Disclosures Actually Disclose

Posted by Hajin Kim (University of Chicago Law School), on
Monday, July 20, 2026
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Hajin Kim is an Assistant Professor of Law at the University of Chicago Law School. This post is based on a recent working paper by Prof. Kim; Ningzi Li, an Adjunct Assistant Professor of Organizations and Strategy at the University of Chicago; Ronen Feldman, a Professor of Data Science at Hebrew University; Yun Liu, a Master’s student in Computer Science at the University of Chicago; and Yuval Feldman, the Mori Lazarof Professor of Legal Research at Bar-Ilan University.

Society has invested heavily in voluntary corporate sustainability reporting. In theory, these disclosures do real work: they could help civil-society groups, analysts, and other stakeholders hold firms accountable for externalities that regulation leaves untouched, and they could help markets price risks that financial statements miss. In practice, critics dismiss the reports as mere marketing. They are often unassured and therefore not credible, not comparable across firms or over time, vague rather than verifiable, and cherry-picked to shield bad news.

An entire industry has grown up around fixing these disclosures. Nonprofits and shareholders press companies to say more. Standard-setters have built an alphabet soup of voluntary frameworks, including GRI, SASB, TCFD, CDP, and SBTi. Firms increasingly pay for external assurance, and newer mandatory regimes often piggyback on the voluntary frameworks. But this entire enterprise has proceeded without basic facts about what the reports actually contain, or whether the frameworks firms adopt track better disclosure. The reason is simple: reading thousands of heterogeneous PDFs at scale has been prohibitively expensive.

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Chancery Finds Potential Liability for Blocking Company Financings Despite Contractual Veto Rights

Posted by Gail Weinstein, Philip Richter, and Steven Epstein, Fried, Frank, Harris, Shriver & Jacobson LLP, on
Monday, July 20, 2026
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Gail Weinstein is a Senior Counsel, Philip Richter is a Partner and a Co-Head of the M&A and Private Equity Practice, and Steven Epstein is the Managing Partner at Fried, Frank, Harris, Shriver & Jacobson LLP. This post is based on a Fried Frank memorandum by Ms. Weinstein, Mr. Richter, Mr. Epstein, Steven J. Steinman, Randi Lally, and Colum J. Weiden, and is part of the Delaware Law Series; links to other posts in the series are available here.

In Zync v. Porsche et al (May 29, 2026), the Delaware Court of Chancery, at the pleading stage of litigation, declined to dismiss claims against Porsche, a 5% stockholder in  Zync, Inc. (the “Company”), and Porsche’s designee on the Company’s board of directors (the “Porsche Director”), relating to their blocking the Company’s critically needed financings, although Porsche had a contractual veto right over the financings. Allegedly, Porsche’s Director, whose approval was required for the financings, refused to act without Porsche’s prior approval; Porsche delayed providing, or refused to provide, approval for the financings; and, as a result, the Company was unable to secure funding and had to shut down.

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