Yearly Archives: 2026

NYSE Arca and Nasdaq to Launch Extended Trading: What Companies Should Consider

Posted by Marc S. Gerber and Caroline S. Kim, Skadden, Arps, Slate, Meagher & Flom LLP, on

Wednesday, October 21, 2026

ET, NYSE, proposals, SEC
More from: Caroline Kim, Marc Gerber, Skadden

Marc S. Gerber is a Partner and Caroline S. Kim is a Counsel at Skadden, Arps, Slate, Meagher & Flom LLP. This post is based on a Skadden memorandum by Mr. Gerber, Ms. Kim, Brian V. Breheny, Raquel Fox, Andrew J. Brady and Nicholas D. Lamparski, all at Skadden.

Executive Summary

What’s new: Beginning December 6, 2026, both the Nasdaq Stock Market and NYSE Arca are expected to extend trading hours to 23 hours per day, five days per week (23×5 trading).
Why it matters: The 23×5 trading expansion would add an overnight session from Sunday through Thursday from 9 p.m. to 4 a.m. ET, with a mandatory one-hour trading pause Monday through Thursday evening between 8 p.m. and 9 p.m. ET.
What to do next: Companies should consider the potential impacts on corporate policies and transaction documents that reference exchange-defined trading sessions and monitor disclosure practices in light of 23×5 trading.

Laying the Groundwork for Bank M&A

Posted by Edward D. Herlihy, Richard K. Kim, and Brandon C. Price, Wachtell, Lipton, Rosen & Katz, on

Tuesday, October 20, 2026

AI, Banks, Board of Directors, M&A
More from: Brandon Price, Edward Herlihy, Richard Kim, Wachtell Lipton

Edward D. Herlihy, Richard K. Kim, and Brandon C. Price are Partners at Wachtell, Lipton, Rosen & Katz. This post is based on their Wachtell memorandum

As we enter the final months of 2026, we consider recent developments in bank M&A and offer a framework for preparing for future opportunities. Several significant regional bank deals have closed this year, including Santander/Webster ($12.3 billion), Fifth Third/Comerica ($10.9 billion), Pinnacle/Synovus ($8.6 billion), Huntington/Cadence ($7.4 billion) and PNC/FirstBank ($4.1 billion). Collectively, these transactions reflect a more favorable regulatory environment and demonstrate that even large bank mergers can obtain approval on substantially shorter timelines than in recent years. These transactions had a median sign to close period of just under 4 months, a significant improvement from the approximately 10 month average timeline for transactions valued over $500 million that closed from 2021 through 2024. More timely and predictable regulatory review can enhance deal certainty, accelerate synergies and reduce transaction related risks. The FDIC’s recent proposal to modernize and reform the deal approval process has the potential to further cement accelerated timelines and transparency in the review of bank mergers.

The largest bank deal announced this year was Santander’s $12.3 billion acquisition of Webster, which reversed a trend of large foreign banks exiting the U.S. and signified the attractiveness of high quality U.S. regional bank franchises. In early September, EverBank and WaFd announced a $3.9 billion reverse merger transaction aimed at creating increased operational scale and providing private equity investors in EverBank an opportunity to gain liquidity through access to the public markets. Perhaps most notable is the recent convergence in banking and fintech evidenced by Capital One’s $5.15 billion acquisition of Brex, Valley National’s acquisition of Bluevine, Chime’s acquisition of Stride Bank to become a bank holding company and a surge in new bank charters.

Court of Chancery Reinforces Section 144’s Protections–and the Need for Faithful Implementation

Posted by Kevin Schwartz, Steven Winter, and Theo. Mirvis, Wachtell Lipton Rosen & Katz, on

Tuesday, October 20, 2026

Delaware Court of Chancery, Fiduciary duties, Plaintiffs, Section 144
More from: Kevin Schwartz, Steven Winter, Theo. Mirvis, Wachtell Lipton

Kevin S. Schwartz and Steven P. Winter are Partners and Theo. Mirvis is Of Counsel at Wachtell, Lipton, Rosen & Katz. This post is based on a Wachtell Lipton memorandum by Mr. Schwartz, Mr. Winter, Mr. Mirvis, Zachary M. David, and John-Francis S. Flynn, and is part of the Delaware Law Series; links to other posts in the series are available here.

In an important decision interpreting the new Section 144 of the Delaware General Corporation Law, added by the adoption of SB 21 in 2025, the Court of Chancery last week preliminarily enjoined a proposed recapitalization of Cloudflare, Inc. designed to preserve founder control. In re Cloudflare, Inc. Stockholder Litigation, C.A. No. 2026-0772-JTL (Del. Ch. Oct. 16, 2026). The recapitalization sought to create a new class of voting preferred and nonvoting common stock to secure the founders’ continued control notwithstanding the dilution caused by equity compensation and other corporate uses of its stock. The board formed a special committee to determine whether the recapitalization was in the best interests of Cloudflare and its public minority stockholders. The injunction grant turned on an unusual record that enabled the stockholder plaintiffs to assert that coercive and aggressive behavior of the controlling founders, together with evidence of process issues that included unauthorized backchannel communications and deleted Signal messages, impacted the special committee’s fulfillment of its fiduciary duties.

How Chairs Drive Board Performance

Posted by Rusty O'Kelley and Laura Mantoura, Russell Reynolds Associates, on

Monday, October 19, 2026

board effectiveness, Board of Directors, CEOs, Corporate governance
More from: Laura Mantoura, Rusty O'Kelley, Russell Reynolds

Rusty O’Kelley co-leads the Global Board & CEO Advisory Practice and Laura Mantoura is Board Member and CEO Advisory Practice at Russell Reynolds Associates. This post is based on a Russell Reynolds Associates article originally published online in the NACD (National Association of Corporate Directors) Directorship Magazine.

Boards spend significant time ensuring they have the right mix of skills and experience around the table. However, composition is only part of the performance equation. Board performance depends on how those capabilities are collectively brought to bear. The chair plays a central role in making the board a strategic asset for the organization.

How can chairs translate the strengths of individual directors into stronger board performance? There are four actions the chair can take.

Set the board and management up for collaboration

The chair serves as the board’s orchestrator and leader among peers. He or she helps decide what merits the board’s attention, maintains strong working relationships among directors and with management, builds a special rapport with the CEO, and ensures important issues surface in the right forum. Chairs serve as the bridge between the board and leadership when hard decisions must be made.

Yet in Russell Reynolds Associates’ (RRA) 2025 Global Board Culture and Director Behaviors Study, only 67 percent of respondents said directors on their boards often or always cultivate relationships with the CEO, and 52 percent said the same of executives beyond the CEO. The study also found that spending more time on board priorities does not necessarily translate into results.

SEC Staff Expands No-Action Relief for Retail Voting Programs

Posted by Thomas Fraser, Michael Littenberg and Craig Marcus, Ropes & Gray LLP, on

Monday, October 19, 2026

Exxon, IVRVP, Rules 14a-3, SEC
More from: Craig Marcus, Michael Littenberg, Thomas Fraser, Ropes & Gray

Thomas Fraser, Michael Littenberg, Craig Marcus are Partners at Ropes & Gray LLP. This post is based on a Ropes & Gray memorandum by Mr. Fraser, Mr. Littenberg, Mr. Marcus, Christopher Capuzzi, Tom Danielski, and Tara Fisher, all at Ropes & Gray.

On September 29, 2026, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (SEC) granted no-action relief to Tesla, Inc. (“Tesla”) for its proposed framework for issuer voluntary retail shareholder voting programs (each, an “IVRVP”) by public companies. Under an IVRVP, a participating retail shareholder may give a standing instruction to have its shares voted at each shareholder meeting in line with the recommendations of the issuer’s board of directors (a “standing instruction”).

The Staff stated that it will not recommend enforcement action in respect of Rules 14a-3(a), 14a-4(d)(2), 14a-4(d)(3), 14a-4(f), 14a-6(o), 14a-10, or 14a-12(a) under the Securities Exchange Act of 1934 (the “Exchange Act”) if Tesla implements the IVRVP as described in its no-action request letter. Significantly, the Staff added that its position applies to any issuer operating an IVRVP in the same manner described in Tesla’s letter.

The Tesla relief builds on, and is meaningfully broader than, the no-action relief the Staff granted to Exxon Mobil Corporation (“Exxon”) on September 15, 2025, for its retail voting program (the “Exxon RVP”). That no-action relief addressed only Rules 14a-4(d)(2) and 14a-4(d)(3), which generally prohibit a proxy from conferring authority to vote at more than one meeting. Tesla’s relief covers those two rules and also Rules 14a-3(a), 14a-4(f), 14a-6(o), 14a-10, and 14a-12(a). The framework proposed by Tesla also widens the program features available to issuers, including centralized “Hubs” for managing standing instructions, a “householding” opt-in across all of a shareholder’s accounts, and a persistent, account-specific opt-in.

2026 Proxy Season Review: Compensation-Related Matters

Posted by Heather L. Coleman, Jeannette E. Bander and Amanda K. Toy, Sullivan & Cromwell LLP, on

Sunday, October 18, 2026

compensations, ISS, Proxy season, Say on pay
More from: Amanda Toy, Heather Coleman, Jeannette Bander, Sullivan & Cromwell

Heather Coleman, Jeannette Bander, and Amanda K. Toy are Partners at Sullivan & Cromwell LLP. This post is based on a Sullivan & Cromwell memorandum by Ms. Coleman, Ms. Bander, Ms. Toy, Rebecca M. Rabinowitz, Brittney G. Kidwell, and Julia Khomenko, all at Sullivan & Cromwell.

2026 Proxy Season Review, Part 2 (Compensation Related Matters)

September 29, 2026

Summary of Key Trends[1]

A. Strong Say on Pay Results

The number of failed say on pay votes remained low, with overall shareholder support averaging ▲91% among the S&P 500 and ▲92% among the Russell 3000 in H1 2026 (v. 90% and 91% in H1 2025).
Turnover in failed votes declined by ▼50%, indicating a return of “stickier” negative votes.

B. Overall ISS Approach on Say on Pay Evaluation

Compared to proposals ISS supported, proposals with negative recommendations received ▼28% and ▼21% lower support on average, respectively, at S&P 500 and Russell 3000 companies.

C. Details on ISS’s Application of its Pay for Performance Policies in H1 2026

ISS’s approach to say on pay recommendations remained generally unchanged from the prior proxy season.
Alignment of CEO pay with relative total shareholder return remained the most important quantitative factor underlying ISS negative recommendations.
ISS placed slightly greater emphasis on quantitative pay for performance factors in H1 2026, while continuing to focus heavily on qualitative concerns regarding performance goals and incentive compensation design.
Limited, opaque or undisclosed performance goals remained the most often cited qualitative factor underlying ISS negative recommendations, and one off awards resulting in high executive compensation was the second most cited factor.

D. SEC Proposal to Scale Executive Compensation Disclosure Requirements

The SEC proposed significantly scaling back executive compensation disclosure and related shareholder voting requirements for non accelerated filers, which the SEC estimates would comprise approximately 81% of reporting companies.

E. Equity Compensation Plan Voting

Average support was 92% among the S&P 500 and 87% among the Russell 3000 in H1 2026, generally consistent with H1 2025.
Despite an increase in negative ISS recommendations, no plans failed to pass among the S&P 500 (same as H1 2025) and ▲five plans failed among the Russell 3000 (v. two plans in H1 2025).

FTC Challenges Interlock Tied to Beretta-Ruger Minority Investment

Posted by Megan Browdie, Julia Brinton, and Sharon Connaughton, Cooley LLP, on

Saturday, October 17, 2026

Beretta-Ruger Minority Investment, Board of Directors, FTC, U.S. Department of Justice (DOJ)
More from: Julia Brinton, Megan Browdie, Sharon Connaughton, Cooley

Megan Browdie is a Partner, Julia Brinton and Sharon Connaughton are Special Counsels at Cooley LLP. This post is based on their Cooley memorandum.

Last week, the Federal Trade Commission (FTC) announced another “interlocking directorate” enforcement action, demonstrating the antitrust agencies’ continued aggressive enforcement of Section 8 of the Clayton Act. The proposed consent order resolves antitrust allegations arising from Beretta Holding’s minority acquisition of shares in Sturm, Ruger & Co. The order settles allegations that the agreement, which allowed Beretta to appoint two members to Ruger’s board of directors, would create an illegal interlocking directorate since the parties are direct competitors in the production and sale of firearms. This action follows the FTC’s announcement that three individuals resigned from the board of Sevita Health in September 2025 due to FTC scrutiny and recent unconfirmed reports that the Department of Justice (DOJ) is investigating a venture capital firm for potential Section 8 violations.

In the Beretta-Ruger matter, the FTC alleged that under the parties’ agreement, Beretta, a subsidiary of Upifra, agreed to increase its stake in Ruger to as much as 25% of Ruger’s outstanding shares. In exchange, Beretta obtained contractual board designation rights: The agreement provided that Ruger’s board “shall” appoint two directors sourced by Beretta to the board, with those directors included on Ruger’s slate of nominees for the 2027 and 2028 annual meetings.

Cruising Altitude: Growth-Focused Governance Reform May Propel Japanese Equities to New Heights

Posted by Kei Okamura, Neuberger Berman, on

Friday, October 16, 2026

Capital allocation, corporate strategy, Governance reform, institutional investing, Japan equities, Japanese stock market, return on equity, return on invested capital, shareholder returns, Shareholder value
More from: Kei Okamura, Neuberger Berman

Kei Okamura is a Portfolio Manager at Neuberger Berman. This post is based on his Neuberger Berman memorandum.

While Japanese equities have been in ascent, we believe ongoing governance reform could add even more lift.

Japan’s equity market appears to be entering the next phase of a two-decade structural transformation: Like a jumbo jet heading toward cruising altitude, we believe that ongoing growth-oriented governance and capital-management reforms may encourage Japanese companies to further improve return on investment and accelerate earnings growth.

This article explores why we believe further governance reforms may support long-term value creation and present potentially attractive opportunities for active equity managers.

Weekly Roundup: October 9-15, 2026

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

Friday, October 16, 2026

Weekly Roundup
More from:

This roundup contains a collection of the posts published on the Forum during the week of October 9-15, 2026

Glass Lewis, proposals, Proxy voting, Say on pay
More from: Jon Weinstein, Linda Pappas, Soren Meischeid, Pay Governance

Soren Meischeid is a Consultant, Linda Pappas is a Partner, and Jon Weinstein is a Managing Partner at Pay Governance LLC. This post is based on their Pay Governance memorandum.

KEY TAKEAWAYS

Prepare for multiple voting lenses. Glass Lewis is proposing to replace its singular benchmark policy with four perspectives beginning in the 2028 U.S. proxy season.
Expect the fundamentals to endure. Each perspective retains core standards for pay reasonableness, pay-for-performance alignment, disclosure, non-employee director pay, responsiveness, and other key governance items.
Anticipate divergent outcomes. Relative TSR, pay levels, sustainability metrics, and stakeholder outcomes may lead to different Say on Pay recommendations on the same program.
Be investor-informed, not framework-driven. Understand which perspectives align with key shareholders, then tailor engagement and disclosure.

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Yearly Archives: 2026

NYSE Arca and Nasdaq to Launch Extended Trading: What Companies Should Consider

Laying the Groundwork for Bank M&A

Court of Chancery Reinforces Section 144’s Protections–and the Need for Faithful Implementation

How Chairs Drive Board Performance

Set the board and management up for collaboration

SEC Staff Expands No-Action Relief for Retail Voting Programs

2026 Proxy Season Review: Compensation-Related Matters

2026 Proxy Season Review, Part 2 (Compensation Related Matters)

Summary of Key Trends[1]

A. Strong Say on Pay Results

B. Overall ISS Approach on Say on Pay Evaluation

C. Details on ISS’s Application of its Pay for Performance Policies in H1 2026

D. SEC Proposal to Scale Executive Compensation Disclosure Requirements

E. Equity Compensation Plan Voting

FTC Challenges Interlock Tied to Beretta-Ruger Minority Investment

Cruising Altitude: Growth-Focused Governance Reform May Propel Japanese Equities to New Heights

Weekly Roundup: October 9-15, 2026

Cybersecurity Risk Oversight in the Age of AI

Q3 2026 Review of Shareholder Activism

Investors Need a Better Approach to Say on Pay Voting

CEO and Executive Compensation Practices in the Russell 3000 and S&P 500: 2026

2026 Proxy Season Review: Submission of Rule 14a-8 Shareholder Proposals

The Carried Interest Tax Controversy

Five Hundred Words or a Contentious New Landscape: The Corporate Choice on Rule 14a-8

Agentic AI and the Duty of Care: What the METR Report Means and Does Not Mean for the Boardroom

Understanding Communications by Private Fund Managers

Rethinking Long-Term Incentive Design: Are Longer-Horizon RSUs Gaining Ground?

What New SEC Data Reveals About IPOs and Follow-Ons

Mandatory Arbitration and State Competition for Corporate Charters

Glass Lewis Details Proposal to Fundamentally Shift Proxy Voting Guidelines: Implications for Say on Pay

Glass Lewis Details Proposal to Fundamentally Shift Proxy Voting Guidelines: Implications for Say on Pay

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