Yearly Archives: 2026

Where Stewardship is Heading: Survey Findings on Outsourcing and Oversight

Rickard Nilsson is Director of Stewardship at Glass, Lewis & Co. This post is based on his Glass Lewis memorandum.

Key Takeaways

  • Respondents to Glass Lewis’ Stewardship Survey who use an external stewardship provider say they mostly do so as “capacity multipliers,” leveraging external resources and expertise to pursue common goals.
  • Challenges faced by respondents overseeing outsourced engagement revolve around data-related issues, particularly collecting information from managers and normalizing the data and formats.
  • When asked if ESG or anti-ESG positions influenced their stewardship priorities, respondents said the issue has not led to wholesale reprioritization, but is of marginal influence.

Communicating how investors structure, resource, and execute stewardship in an increasingly complex operating environment was the primary aim of this year’s Investment Stewardship Survey Report.1 This article summarizes some of the more forward-looking sentiments of respondents, specifically on their use of engagement-providers, their oversight of outsourced stewardship, and the implications of a diverging market landscape.

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Weekly Roundup: June 26-July 2, 2026


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This roundup contains a collection of the posts published on the Forum during the week of June 26-July 2, 2026





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





Court of Chancery Imposes Sanctions for Spoliation of Signal Messages


Audit Committee Considerations for SEC’s Proposal on Semiannual Reporting


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




Remarks by Chair Atkins on the SEC’s Regulatory Priorities

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 afternoon, ladies and gentlemen. And thank you, Barbara [Van Allen], for your generous introduction. Before I offer a few reflections, I must note the standard disclaimer that the views I express here today are my own as Chairman and do not necessarily reflect those of the SEC as an institution or of my fellow Commissioners.

First, let me begin by expressing what a profound privilege it is to speak to the Economic Club of New York. Of course, this occasion is rendered especially meaningful—and even, serendipitously, a greater honor—by its timing, as we stand mere days away from the 250th anniversary of our Republic. Such a momentous occasion calls not only for celebration, but also for reflection on the great deeds of the past, and a renewed resolve to confirm that the spirit of 1776 remains our animating force today.

So, I do not take lightly the moment in which I stand before you, nor the duty ahead of me to adequately honor our extraordinary Nation, its courageous pioneers, and its storied history—a duty, yes, but for me, really a delight.

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

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

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


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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

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.

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Court of Chancery Imposes Sanctions for Spoliation of Signal Messages

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.

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The Effective Board: A Guide to Drive Board Performance

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.

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

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.

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

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.

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