Yearly Archives: 2026

SEC Proposes Semiannual Reporting Framework

Posted by Ryan Adams, Scott Lesmes, and Larry Medvinsky, Morrison & Foerster LLP, on
Monday, May 18, 2026
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Ryan Adams, Scott Lesmes, and Larry Medvinsky are Partners at Morrison & Foerster LLP. This post is based on a MoFo memorandum by Mr. Adams, Mr. Lesmes, Mr. Medvinsky, and Sydney Stancik.

On May 5, 2026, the U.S. Securities and Exchange Commission (SEC) released its highly anticipated proposal (the “Proposal”) to allow reporting companies under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to adopt a semiannual reporting framework instead of quarterly reporting. Under the Proposal, companies that elect to take advantage of the semiannual reporting regime would use new Form 10-S in lieu of Form 10-Q.

The Proposal also includes changes to Regulation S-X to reflect the new optional semiannual reporting approach, as well as technical amendments to numerous existing rules and forms that refer to quarterly reporting to incorporate the new semiannual framework.

See the SEC’s release. Public comments will be open until 60 days after the date of publication of the proposing release in the Federal Register.

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Court Order Signals New Era for Shareholder Proposals Under Rule 14a-8

Posted by Eric Juergens, William D. Regner, and Amy Pereira, Debevoise & Plimpton LLP, on
Sunday, May 17, 2026
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Eric Juergens and William D. Regner are Partners and Amy Pereira is an Associate at Debevoise and Plimpton LLP. This post is based on a Debevoise memorandum by Mr. Juergens, Mr. Regner, Ms. Pereira, Matthew E. Kaplan, and Maeve O’Connor.

A recent federal court decision compelling a public company to include a shareholder proposal in its proxy materials illustrates the importance of shareholder engagement following changes to the Securities and Exchange Commission’s administration of Rule 14a-8.

Pension Fund Obtains Preliminary Injunction. In Thomas P. DiNapoli v. BJ’s Wholesale Club Holdings, Inc., a New York public pension fund obtained a preliminary injunction requiring BJ’s Wholesale Club Holdings, Inc., a regional membership-only warehouse club chain, to include the fund’s shareholder proposal in its proxy statement. The proposal requests that the company conduct and disclose an assessment of deforestation risks associated with its private label brands.

In February 2026, BJ’s notified the SEC’s Division of Corporation Finance that it intended to exclude the fund’s proposal from its proxy materials for the 2026 meeting, asserting that the proposal was excludable under the “ordinary business exclusion” of Rule 14a-8(i)(7). In response, the Division confirmed that it would “not object if the Company excludes the Proposal from its proxy materials.”

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SEC’s Recent Public Company Settlement Provides Guidance for Corporate Resolutions Under the Current Administration

Posted by Anita Bandy, Andrew Lawrence, and Mayra Suárez, Skadden, Arps, Slate, Meagher & Flom LLP, on
Saturday, May 16, 2026
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Anita Bandy and Andrew Lawrence are Partners and Mayra Suárez is Counsel at Skadden, Arps, Slate, Meagher & Flom LLP. This post is based on a Skadden memorandum by Ms. Bandy, Mr. Lawrence, Ms. Suárez, and Hannah Henderson.

Executive Summary

  • What’s new: The SEC filed a settled enforcement action against a company and two executives in connection with books-and-records and internal accounting controls failures, notably imposing no corporate penalty despite a lack of self-reporting.
  • Why it matters: The settlement underscores that while the SEC is stepping away from untested theories for charging internal controls violations, the agency is continuing to pursue “back-to-basics” financial reporting issues against companies and their executives, even when the conduct does not result in material errors.
  • What to do next: Companies will want to consider if they have robust accounting controls and policies that are consistently followed, and when internal controls uncover a potential issue, company management and audit committees should review and remediate promptly.

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SEC Proposes to Implement Optional Semiannual Reporting

Posted by H. Rodgin Cohen, Robert W. Downes, and Mario Schollmeyer, Sullivan & Cromwell LLP, on
Friday, May 15, 2026
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H. Rodgin Cohen is a Senior Chair and Robert W. Downes and Mario Schollmeyer are Partners at Sullivan & Cromwell LLP.  This post is based on a Sullivan & Cromwell memorandum by Mr. Cohen, Mr. Downes, Mr. Schollmeyer, Benjamin H. Weiner, Evan S. Simpson, and Kethan T. Dahlberg.

Summary

On May 5, 2026, the Securities and Exchange Commission released a proposed rule that would provide companies currently subject to the SEC’s quarterly reporting requirements with the option to instead file interim reports semiannually on new Form 10-S.

  • Form 10-S would require the same types of disclosures as current Form 10-Q, but would cover a fiscal six-month period rather than a fiscal quarter.
  • The proposed rule would not change interim reporting requirements for foreign private issuers, which continue to be required to prepare interim reports in compliance with home country and stock exchange rules.
  • Comments are due 60 days after the proposed rule is published in the Federal Register.
  • If the proposed rule is adopted, we expect many issuers that adopt semiannual reporting, at least initially, to continue to release material financial information on a quarterly basis to, among other things, encourage investor dialogue, promote access to capital markets and facilitate the opening of trading windows for share repurchases and insider purchases and sales.

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Weekly Roundup: May 8-14, 2026

Posted by the Harvard Law School Forum on Corporate Governance, on
Friday, May 15, 2026

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This roundup contains a collection of the posts published on the Forum during the week of May 8-14, 2026

Prevalence of CEO Personal Security Perquisites Continues to Rise

Posted by Kyle Eastman and Gray Broaddus, Compensation Advisory Partners, on Friday, May 8, 2026
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Remarks by Chairman Atkins on AI Innovation, Capital Markets, and Regulatory Flexibility

Posted by Paul Atkins, U.S. Securities and Exchange Commission, on Saturday, May 9, 2026
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Remarks by Chairman Atkins on the Role of Economic Analysis in Financial Market Regulation

Posted by Paul Atkins, U.S. Securities and Exchange Commission, on Sunday, May 10, 2026
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Uneasy Handshakes: Observations on Informal Settlements in Shareholder Activism

Posted by Sergi Corbatera, DEF 14 Inc., on Monday, May 11, 2026
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AI Corporate Governance and Ben & Jerry’s Risk

Posted by Jesse Fried (Harvard Law School) and Idan Reiter (Harvard Law School), on Monday, May 11, 2026
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From Principles to Practice: Governing AI in the Corporation

Posted by Matteo Tonello, The Conference Board, Inc., on Monday, May 11, 2026
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Control Issues: Delaware Holds Parties to Their Bargain in Recent Governance Decisions

Posted by Adam Magid, Douglas Mo, and Peter Bariso, Cadwalader, Wickersham & Taft LLP, on Tuesday, May 12, 2026
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Special Equity Awards: Navigating Governance Considerations

Posted by Kenneth Sparling, FW Cook, on Tuesday, May 12, 2026
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Delaware Law Permits Companies to Adopt Mandatory Arbitration Clauses for Federal Securities Claims

Posted by Doru Gavril and Mia Tsui, Freshfields US LLP, on Wednesday, May 13, 2026
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Not New: A Response to Claims About “New Control” in Control and its Discontents

Posted by Hon. J. Travis Laster, Delaware Court of Chancery, on Wednesday, May 13, 2026
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CEO/Chair Leadership: When and Why Boards Combine or Separate the Roles

Posted by Matteo Tonello, The Conference Board, Inc., on Wednesday, May 13, 2026
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Recent Developments Affecting US Public Companies and Boards

Posted by Julia Thompson, Keith Halverstam, and Jenna Cooper, Latham & Watkins LLP, on Thursday, May 14, 2026
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Beyond Deregulation Simplification as Institutional Design

Posted by Maria Lucia Passador (Bocconi University), on Thursday, May 14, 2026
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2026 Comparison of Key Corporate Governance Features in the Cayman Islands, Delaware, Nevada, and Texas

Posted by James Crowe, Council of Institutional Investors, on Thursday, May 14, 2026
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2026 Comparison of Key Corporate Governance Features in the Cayman Islands, Delaware, Nevada, and Texas

Posted by James Crowe, Council of Institutional Investors, on
Thursday, May 14, 2026
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James Crowe is the Research Manager at the Council of Institutional Investors. This post is based on his Council of Institutional Investors Research and Education Fund memorandum.

This resource offers a high-level comparison of jurisdictional approaches among Delaware, Nevada, Texas and the Cayman Islands. The table summarizes critical corporate governance and shareholder rights differences such as director and officer liability, fiduciary duties, and shareholder litigation rights, highlighting how specific features impact corporate oversight and investor protections.

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Beyond Deregulation Simplification as Institutional Design

Posted by Maria Lucia Passador (Bocconi University), on
Thursday, May 14, 2026
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Maria Lucia Passador is an Assistant Professor of Corporate Law and Financial Markets Regulation at the University of Bocconi. This post is based on her recent article, forthcoming in the American Journal of Comparative Law.

Calls for “simplification” have become the anthem of modern financial regulation. Everyone seems to want it: legislators, regulators, firms, investors, policy commentators. The promise is always appealing. Simplify the rules, reduce the burden, make the system easier to navigate. But in finance, as in law more generally, what sounds obvious is often misleading. Simplicity is rarely simple.

My paper begins from a basic observation: in contemporary financial regulation, simplification is too often misunderstood as reduction. That is the conventional picture. We imagine a dense thicket of rules and assume that simplification means cutting some of them away. But that picture does not survive contact with reality. In the real architecture of financial governance, complexity is seldom abolished. It is reorganized, translated, relocated, and made to appear more manageable. The paper’s central claim is therefore straightforward: simplification should be understood not as the opposite of complexity, but as a way of governing complexity. READ MORE »

Recent Developments Affecting US Public Companies and Boards

Posted by Julia Thompson, Keith Halverstam, and Jenna Cooper, Latham & Watkins LLP, on
Thursday, May 14, 2026
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Julia Thompson, Keith Halverstam, and Jenna Cooper are Partners at Latham & Watkins LLP. This post is based on a Latham memorandum by Ms. Thompson, Mr. Halverstam, Ms. Cooper, Charles Ruck, Ryan Maierson, and Joel Trotter.

Capital Strategy Has Become a Core Oversight Responsibility

Capital strategy has emerged as an important issue for boards. The financing landscape has shifted materially in recent years and remains dynamic. Capital has diversified beyond traditional banks to include private credit and insurance capital, and a robust hybrid instrument market now sits between equity and debt, even for investment grade companies. In stressed environments, liability management techniques can provide additional flexibility. These changes affect not only liquidity and cost of capital but also strategic flexibility, M&A readiness, exposure to shareholder activism, and overall enterprise resilience. As a result, boards are overseeing capital structure as an ongoing governance matter rather than engaging only when a financing need becomes imminent. Regular board-level oversight includes ensuring management maintains a continuous, comprehensive view of financing options, regularly evaluates alternatives, and stress tests the durability of the capital structure under a range of scenarios. Latham’s Capital Strategies Practice supports this mandate by bringing an independent, market-wide perspective to capital structure decisions, complementing traditional transaction-focused legal advice.

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CEO/Chair Leadership: When and Why Boards Combine or Separate the Roles

Posted by Matteo Tonello, The Conference Board, Inc., on
Wednesday, May 13, 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, KPMG, Russell Reynolds, and the University of Delaware and authored by Ariane Marchis-Mouren, Senior Researcher, Corporate Governance at The Conference Board.

This report examines CEO/chair leadership structures in the S&P 500 and Russell 3000, focusing on succession events, chair independence, and related policy and rationale disclosures. Leadership structure remains context dependent, and most disclosures preserve board discretion to separate or combine the roles based on circumstances.

Trusted Insights for What’s Ahead®

• Large-cap companies are more likely to have a combined CEO/chair. In 2025, the current CEO served as chair at 42% of S&P 500 companies, compared with 34% in the Russell 3000.

• Incoming CEOs are rarely elected board chair at the time of transition. In 2025, 3 of 65 CEO successions in the S&P 500 (4.6%) and 9 of 353 in the Russell 3000 (2.5%) involved the CEO being named board chair at the same time.

• Most companies disclose a policy that preserves board discretion. In 2025, 79% of S&P 500 companies and 71% of Russell 3000 companies disclosed policies giving the board flexibility to separate or combine the roles depending on circumstances.

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Not New: A Response to Claims About “New Control” in Control and its Discontents

Posted by Hon. J. Travis Laster, Delaware Court of Chancery, on
Wednesday, May 13, 2026
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The Honorable J. Travis Laster is Vice Chancellor at the Delaware Court of Chancery. This post is based on his paper 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.

“Amicus Plato, sed magis amica veritas.” In translation, “Plato is my friend, but truth is a greater friend.” That sentiment, attributed to Aristotle, captures my response to Control and its Discontents, an article by Professors Jill E. Fisch and Steven Davidoff Solomon. Both are distinguished scholars whom I respect and whose work I often cite. But productive academic engagement requires dealing forthrightly with precedent, and Discontents does not.

Discontents asserts that three recent Delaware decisions—Match, Sears Hometown, and Tornetta—marked a sea change in Delaware law by taking a novel and theoretically unjustified approach to controlling stockholders. On that premise, Discontents urges a return to what the article characterizes as traditional limits on judicial oversight of controlling stockholders. Discontents argues that Delaware courts historically (1) only applied entire fairness to controlling-stockholder freeze-outs and asset sales, (2) always exempted stockholder-level conduct by controlling stockholders (such as voting and selling) from fiduciary review, and (3) confined findings of non-majority control to stockholders with a near majority of the voting power. READ MORE »

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