Yearly Archives: 2026

Weekly Roundup: April 10-16, 2026

Posted by the Harvard Law School Forum on Corporate Governance, on

Friday, April 17, 2026

Weekly Roundup
More from:

This roundup contains a collection of the posts published on the Forum during the week of April 10-16, 2026

Meta’s New Executive Pay Plan Ties Nearly $1 Billion to Stock Performance

Posted by Joyce Chen, Equilar, Inc., on Friday, April 10, 2026

Tags: Executive Compensation, executive pay, Meta, Stock performance, Tesla

The Expanding Role of the Audit Committee Chair

Posted by Jenna Fisher and Catherine Schroeder, Russell Reynolds Associates, on Saturday, April 11, 2026

Tags: ACC, AI, Audit committee, CFOs, enterprise risk, Risk

Delaware LLC Parties Cannot Bypass Fiduciary Waivers via Implied Covenant

Posted by Alex Kaplan and Katie Lutz, Sidley Austin LLP, on Sunday, April 12, 2026

Tags: CityMD, Covenants, delaware, Delaware Court of Chancery, disclosures, fiduciary duty, LLCs, VillageMD

Shifting Sentiments Around Long-Vesting RSUs

Posted by Blair Jones, Andrew Almonte, and Conor Gorry, Semler Brossy, on Monday, April 13, 2026

Tags: Pay for performance, Performance Share Units, PSUs, RSUs, Shareholders

Peer Group Governance

Posted by Yaron Nili (Duke University School of Law), on Monday, April 13, 2026

Tags: Corporate Goverance, empirical, Executive Compensation, Peer groups

Reaffirming the Fundamental Right to Shareholder Proposals and Enhancing Board Accountability via Private Ordering

Posted by Yumi Narita (New York City Office of the Comptroller) and James Crowe (Council of Institutional Investors), on Monday, April 13, 2026

Tags: board accountability, investors, Private ordering, Shareholder proposals

Should Boards Be Wary of Informal Settlements With Shareholder Activists?

Posted by Elizabeth R. Gonzalez-Sussman, Ron S. Berenblat, and Dara J. Ferguson, Skadden, Arps, Slate, Meagher & Flom LLP, on Tuesday, April 14, 2026

Tags: activist campaigns, informal settlements, Proxy Contest, Shareholder activism

The Sustained Negative Impacts of Cyber Incidents on Shareholder Value

Posted by Subodh Mishra, ISS STOXX, on Tuesday, April 14, 2026

Tags: cyber risk management, cyber risks, cyber security, Russell 3000, share price

How Germany’s Regulatory Reset Changes Investor Engagement and What It Means for The Market

Posted by Christine Chow, Andreas Posavac, and Alexander Juschus, Embera Partners, on Wednesday, April 15, 2026

Tags: Capital markets, ESG, ESG investing, Germany, investors, Stewardship, sustainable finance

Corporate Values

Posted by Jill E. Fisch (University of Pennsylvania) and Jeff Schwartz (University of Utah), on Wednesday, April 15, 2026

Tags: Business ethics, Corporate governance, Corporate values, Shareholder value, stakeholder capitalism

From No‑Action to Court Action: Rule 14a‑8 Exclusions Face Legal Scrutiny

Posted by Jon Solorzano, Josh Rutenberg, and Randy Thomas, Vinson & Elkins LLP, on Wednesday, April 15, 2026

Tags: Division of Corporate Finance, ESG, No-action letters, Rule 14a-8, Shareholder proposals

Stewardship Survey Report

Posted by Rickard Nilsson, Elena Leofanti, and Diederik Timmer, Glass, Lewis & Co., on Thursday, April 16, 2026

Tags: Asset Managers, ESG, investor stewardship, investors, Stewardship

Sponsor-Designated Lenders’ Counsel

Posted by Andrew F. Tuch (Washington University in St. Louis) and Cathy Hwang (University of Virginia), on Thursday, April 16, 2026

Tags: corporate finance, Leveraged buyouts, Leveraged lending, Loan agreements, Private equity

Agent Washing: Disclosure Risks in the Emerging Market for AI Agents

Posted by Charu Chandrasekhar, Ben Pedersen, and Paul Rodel, Debevoise & Plimpton LLP, on Thursday, April 16, 2026

Tags: agent washing, AI, AI agents, AI Washing, disclosure risk

Agent Washing: Disclosure Risks in the Emerging Market for AI Agents

Posted by Charu Chandrasekhar, Ben Pedersen, and Paul Rodel, Debevoise & Plimpton LLP, on

Thursday, April 16, 2026

agent washing, AI, AI agents, AI Washing, disclosure risk
More from: Avi Gesser, Benjamin Pedersen, Charu A. Chandrasekhar, Paul Rodel, Debevoise & Plimpton

Charu Chandrasekhar, Ben Pedersen, and Paul Rodel are Partners at Debevoise & Plimpton LLP. This post is based on a Debevoise memorandum by Ms. Chandrasekhar, Mr. Pedersen, Mr. Rodel, and Avi Gesser.

Key Takeaways:

“Agent washing” creates heightened securities disclosure risk beyond traditional AI washing. As companies increasingly market “AI agents” as drivers of growth and efficiency, imprecise or inflated claims about autonomy, functionality, or business impact are more easily testable—and therefore more vulnerable to scrutiny by regulators, plaintiffs, and investors. Public statements tying agentic AI to revenue, productivity, or operational outcomes should be carefully substantiated and aligned with actual system capabilities.
Under-disclosure of agent-related risks may be as problematic as overstatement. Even where companies are genuinely deploying AI agents, failing to adequately disclose material limitations – such as reliability issues, human oversight requirements, cybersecurity exposure, or auditability gaps – can create liability. Given agents’ ability to take autonomous or semi-autonomous actions across systems, companies should ensure risk factors and MD&A disclosures accurately reflect the evolving operational and control risks associated with these tools.

Sponsor-Designated Lenders’ Counsel

Posted by Andrew F. Tuch (Washington University in St. Louis) and Cathy Hwang (University of Virginia), on

Thursday, April 16, 2026

corporate finance, Leveraged buyouts, Leveraged lending, Loan agreements, Private equity
More from: Andrew Tuch, Cathy Hwang

Andrew F. Tuch is Professor of Law at Washington University in St. Louis and Cathy Hwang is the Edward F. Howrey Professor of Law at the University of Virginia. This post is based on their recent article, forthcoming in the Southern California Law Review.

In recent years, there has been much written about the rise of borrower-friendly loan terms in leveraged lending. But overlooked in the literature is a set of unorthodox practices outside of the loan documents that may also undermine lender protections. Specifically, sponsors who borrow for their leveraged buy-outs routinely designate and pay their lenders’ counsel. This process, called borrower-designated lenders’ counsel (or simply “designation”), has been labeled “insidious” by the New York Times and “the most problematic issue in corporate law” by Law.com. It has also sparked regulatory concern in Europe.

In “Lend Me Your Counsel,” we provide the literature’s first detailed examination of designation in the United States. Relying on proprietary training materials for lawyers and original interviews with leading lawyers in this space, we flesh out the contours of designation, explain why it arose and has endured, and consider its implications, including for attorney ethics and transactional efficiency. READ MORE »

Stewardship Survey Report

Posted by Rickard Nilsson, Elena Leofanti, and Diederik Timmer, Glass, Lewis & Co., on

Thursday, April 16, 2026

Asset Managers, ESG, investor stewardship, investors, Stewardship
More from: Diederik Timmer, Elena Leofanti, Rickard Nilsson, Glass Lewis

Rickard Nilsson is Director of Stewardship, Elena Leofanti is Senior Director of Stewardship, and Diederik Timmer is President at Glass, Lewis & Co. This post is based on their Glass Lewis memorandum.

Introduction

This document provides results and key findings from Glass Lewis’ Investor Stewardship Survey, performed in Q4 2025.

The goal of this survey has been to better understand how investors structure, resource, and execute stewardship in an increasingly complex operating environment.

The findings highlight how stewardship has become an established and increasingly sophisticated discipline, where organizational size and investment approach define operational models. We see continued regional divergence, and a focus on improving existing practices by strengthening for example integration, engagement prioritization, and accountability across stewardship efforts.

From No‑Action to Court Action: Rule 14a‑8 Exclusions Face Legal Scrutiny

Posted by Jon Solorzano, Josh Rutenberg, and Randy Thomas, Vinson & Elkins LLP, on

Wednesday, April 15, 2026

Division of Corporate Finance, ESG, No-action letters, Rule 14a-8, Shareholder proposals
More from: Jon Solorzano, Josh Rutenberg, Randy Thomas, Vinson & Elkins

Jon Solorzano is a Partner, and Josh Rutenberg and Randy Thomas are Associates at Vinson & Elkins LLP. This post is based on their Vinson & Elkins memorandum.

It is early yet in the 2026 proxy season, but it has already been an eventful one. The theme for this year might be that while shareholder proposals making it to ballots, particularly on environmental, social and governance (“ESG”) topics are down, litigation is notably up. Litigation has been filed to date against both corporate issuers and even the U.S. Securities and Exchange Commission (the “SEC”), where on March, 19, 2026, the Interfaith Center on Corporate Responsibility (the “Interfaith Center”) and As You Sow, two prominent shareholder activists, filed a lawsuit against the SEC. The proponents assert that the SEC violated the Administrative Procedure Act by allowing companies to exclude shareholder proposals from their annual proxy ballots through informal guidance, rather than a formal notice-and-comment rulemaking period.

Corporate Values

Posted by Jill E. Fisch (University of Pennsylvania) and Jeff Schwartz (University of Utah), on

Wednesday, April 15, 2026

Business ethics, Corporate governance, Corporate values, Shareholder value, stakeholder capitalism
More from: Jeff Schwartz, Jill Fisch

Jill E. Fisch is the Saul A. Fox Distinguished Professor of Business Law at the University of Pennsylvania Carey Law School and Jeff Schwartz is the Hugh B. Brown Presidential Professor of Law at the University of Utah S.J. Quinney College of Law. This post is based on their recent article, forthcoming in the University of Virginia Law Review.

Corporate values are having a moment. Once implicit and largely invisible, they now sit at the center of corporate decision-making—shaping how firms hire, market, invest, and even speak. Consumers boycott, employees mobilize, and governments respond, all based on perceived alignment (or misalignment) between corporate conduct and societal values. In this environment, corporate values can make or break a company. Yet despite their growing prominence, a fundamental question remains unresolved: what role should values play in the corporation? In our article, Corporate Value(s) (forthcoming University of Virginia Law Review), we offer a framework for answering that question—one that reconciles the increasing importance of values with the enduring centrality of economic value. READ MORE »

How Germany’s Regulatory Reset Changes Investor Engagement and What It Means for The Market

Posted by Christine Chow, Andreas Posavac, and Alexander Juschus, Embera Partners, on

Wednesday, April 15, 2026

Capital markets, ESG, ESG investing, Germany, investors, Stewardship, sustainable finance
More from: Alexander Juschus, Andreas Posavac, Catherine Marchewitz, Christine Chow, Embera Partners

Christine Chow is an Advisory Council Member and Senior Consultant, AI, Governance and Stewardship; Andreas Posavac is a Managing Partner and Founding Member; and Alexander Juschus is a Senior Executive, Corporate Governance, at Embera Partners. This post is based on an Embera Partners report by Ms. Chow, Mr. Posavac, Mr. Juschus, and Catherine Marchewitz.

If you have spent any time dealing with collaborative engagement campaigns across borders, you will know the feeling: a room full of like-minded investors, a shared concern about a company’s governance or climate trajectory, and then a question brings tension to the room — “Could we be seen as acting in concert?”

For stewardship professionals and portfolio managers, that question has long been the invisible constraint on one of the most effective tools in engagement. The logic of collaboration is sound: individual engagement with a large corporation often has limited impact for minority shareholders. Collaboration amplifies voice, shares costs, and produces more constructive dialogue with boards. For corporate issuers, facing a collective is even more daunting than dealing with individual investors — it increases pressure, attention, and often media scrutiny.

The Sustained Negative Impacts of Cyber Incidents on Shareholder Value

Posted by Subodh Mishra, ISS STOXX, on

Tuesday, April 14, 2026

cyber risk management, cyber risks, cyber security, Russell 3000, share price
More from: Douglas Clare, Jim Coggeshall, Subodh Mishra, ISS STOXX

Subodh Mishra is the Global Head of Communications at ISS STOXX. This post is based on an ISS-Corporate memorandum by Douglas Clare, Managing Director for Cyber Solutions at ISS-Corporate; and Jim Coggeshall, Executive Director for Cyber Risk Research at ISS STOXX.

Introduction

It is well known that cyber security incidents can have an immediate and meaningful impact on the share values of publicly traded companies. What’s less understood is the depth and duration of that damage and what kind of companies suffer the most.

While a handful of studies have been put forward on the impact of cyber incidents on the shareholders of publicly traded firms, these analyses have largely been anecdote-driven rather than broad-based assessments.

A new study conducted jointly by ISS STOXX and ISS-Corporate examined the impact of reported cyber incidents on share values across the U.S. Russell 3,000 index over a three-year period from 2022 through 2024.

Should Boards Be Wary of Informal Settlements With Shareholder Activists?

Posted by Elizabeth R. Gonzalez-Sussman, Ron S. Berenblat, and Dara J. Ferguson, Skadden, Arps, Slate, Meagher & Flom LLP, on

Tuesday, April 14, 2026

activist campaigns, informal settlements, Proxy Contest, Shareholder activism
More from: Dara Ferguson, Elizabeth Gonzalez-Sussman, Ron Berenblat, Skadden

Elizabeth R. Gonzalez-Sussman is a Partner, Ron S. Berenblat is of Counsel, and Dara J. Ferguson is an Associate at Skadden, Arps, Slate, Meagher & Flom LLP. This post is based on their Skadden memorandum.

Key Points

Informal settlements between activist investors and their corporate targets can be a means to resolving activist situations quickly.
But informal agreements generally only work where the company and the activist can find enough alignment on the strategic priorities for the company, and the company can trust the activist to abide by their informal deal.
Informal settlements also work best where a board and management have prepared for the possibility of an activist campaign, regularly engage with their other shareholders, have undertaken a rigorous self-assessment and have proactively considered various strategic options so the company is positioned to quickly evaluate the activist’s demands on their merits.

Reaffirming the Fundamental Right to Shareholder Proposals and Enhancing Board Accountability via Private Ordering

Posted by Yumi Narita (New York City Office of the Comptroller) and James Crowe (Council of Institutional Investors), on

Monday, April 13, 2026

board accountability, investors, Private ordering, Shareholder proposals
More from: James Crowe, Yumi Narita, Council of Institutional Investors, Office of the New York City Comptroller

Yumi Narita is the Chair of the Council of Institutional Investors Board of Directors and Executive Director, Corporate Governance Office of the New York City Comptroller Mark Levine; and James Crowe is the Research Manager at the Council of Institutional Investors. This post is based on CII’s new policies on corporate governance.

Spring 2026 Policy Amendment 1: Shareholder Proposals

CII amended Policy 1.5 by inserting this sentence: “The ability to submit and vote on shareholder proposals is a fundamental right and allows investors to monitor and hold corporate management accountable.” The full policy is now:

1.5 Shareowner Participation: The ability to submit and vote on shareholder proposals is a fundamental right and allows investors to monitor and hold corporate management accountable. Shareowners should have meaningful ability to participate in and vote on the major fundamental decisions that affect corporate viability, and meaningful opportunities to suggest or nominate director candidates and to suggest processes and criteria for director selection and evaluation. Shareowners also should have meaningful ability to propose bylaw amendments that become effective upon the approval of a majority of outstanding shares.

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Yearly Archives: 2026

Weekly Roundup: April 10-16, 2026

Meta’s New Executive Pay Plan Ties Nearly $1 Billion to Stock Performance

The Expanding Role of the Audit Committee Chair

Delaware LLC Parties Cannot Bypass Fiduciary Waivers via Implied Covenant

Shifting Sentiments Around Long-Vesting RSUs

Peer Group Governance

Reaffirming the Fundamental Right to Shareholder Proposals and Enhancing Board Accountability via Private Ordering

Should Boards Be Wary of Informal Settlements With Shareholder Activists?

The Sustained Negative Impacts of Cyber Incidents on Shareholder Value

How Germany’s Regulatory Reset Changes Investor Engagement and What It Means for The Market

Corporate Values

From No‑Action to Court Action: Rule 14a‑8 Exclusions Face Legal Scrutiny

Stewardship Survey Report

Sponsor-Designated Lenders’ Counsel

Agent Washing: Disclosure Risks in the Emerging Market for AI Agents

Agent Washing: Disclosure Risks in the Emerging Market for AI Agents

Sponsor-Designated Lenders’ Counsel

Stewardship Survey Report

Introduction

From No‑Action to Court Action: Rule 14a‑8 Exclusions Face Legal Scrutiny

Corporate Values

How Germany’s Regulatory Reset Changes Investor Engagement and What It Means for The Market

Should Boards Be Wary of Informal Settlements With Shareholder Activists?

Key Points

Reaffirming the Fundamental Right to Shareholder Proposals and Enhancing Board Accountability via Private Ordering

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