Yearly Archives: 2026

Delaware Supreme Court Rejects Bright Line Rules in Section 220 Books and Records Proceedings

Posted by Michael J. Kahn and Brian Yang, Gibson, Dunn & Crutcher LLP, on
Thursday, April 23, 2026
, , , ,
More from: , , , , , ,

Michael J. Kahn is a Partner and Brian Yang is an Associate Attorney at Gibson, Dunn & Crutcher LLP. This post is based on a Gibson Dunn memorandum by Mr. Kahn, Mr. Yang, Monica K. Loseman, Brian M. Lutz, Jason J. Mendro, and Craig Varnen, and is part of the Delaware law series; links to other posts in the series are available here.

Last week, the Delaware Supreme Court held 3-2 that the Court of Chancery did not err by considering post-demand evidence and anonymous sources when determining whether a stockholder demonstrated a “credible basis” to suspect wrongdoing under Section 220 of the Delaware General Corporation Law.

“The general rule is that when a stockholder seeks relief under § 220, it will be limited to evidence identified in the demand and the information available to the stockholder when the demand was made.  But under exceptional circumstances, the Court of Chancery may, in the exercise of its sound discretion, consider post-demand evidence that is material to the court’s credible-basis inquiry and not prejudicial to the corporation.”

Justice Traynor, writing for the Court

READ MORE »

Early Filers: CEO Compensation Up; Bonus Payout at Target

Posted by Lauren Peek and Joanna Czyzewski, Compensation Advisory Partners, on
Thursday, April 23, 2026
,
More from: , ,

Lauren Peek is a Partner and Joanna Czyzewski is a Principal at Compensation Advisory Partners. This post is based on their CAP memorandum.

CAP reviewed chief executive officer (CEO) pay levels among 50 companies with fiscal years ending between August and October 2025 (defined as the Early Filers). 2025 financial performance was generally flat to up, which resulted in median bonus payouts of around target. Total compensation for the CEO was up +8% due to an increase in the grant date value of long-term incentives (LTI). This report covers 2025 financial performance, CEO actual pay levels and annual incentive payouts for the Early Filers.

READ MORE »

Speech by Chair Atkins on Reducing Regulatory Burdens and Promoting Market-Driven Capital Formation

Posted by Paul Atkins, U.S. Securities and Exchange Commission, on
Wednesday, April 22, 2026
, , , , ,
More from: ,

Paul S. Atkins is the Chairman of the U.S. Securities and Exchange Commission. This post is based on his recent speech. 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. David, thank you for your warm words of introduction and for the invitation to join you here at the Economic Club of Washington. Like much of the Club’s membership, your career has been animated by a sense of great civic purpose. And you are no stranger as to how regulatory issues affect the marketplace. So, it is a special pleasure to be with you, and I look forward to our conversation in just a few moments.

Of course, I should also like to thank the market participants and business leaders who are here today, as well as my counterparts from across the Administration. I am grateful for your presence this morning, and for your partnership in the work that we share.

READ MORE »

Litigation Against the SEC has Spiked in Recent Years. Why?

Posted by Amanda M. Rose (Vanderbilt Law School), on
Wednesday, April 22, 2026
, , , , ,
More from:

Amanda M. Rose is Cornelius Vanderbilt Chair in Law, Professor of Law, and Co-Director of the Law & Business Program at Vanderbilt Law School. This post is based on her recent article, forthcoming in the Texas Law Review.

The Securities and Exchange Commission is an enormously powerful regulator.  The agency’s power stems, in large part, from its traditional response to a problem endemic in the securities laws.  The problem is that broad and vague statutory prohibitions, backed up by onerous liability, risk chilling market behavior in profoundly undesirable ways.  The SEC’s traditional response to this problem has not been to more clearly delineate what the law affirmatively prohibits, or to reduce liability, but rather to bless certain practices that it deems lawful using a variety of regulatory techniques that tend to elide traditional APA-based accountability mechanisms—e.g., safe harbors, no-action letters, guidance, exemptive relief, the strategic exercise of enforcement discretion.  These techniques allow the SEC to effectively micromanage the capital markets in a manner that (to put it mildly) sits in tension with the Brandeisian vision of the SEC as a hands-off regulator focused primarily on disclosure and fraud prevention.  And for most of its existence, the SEC exercised its vast power with very little legal pushback from market participants.  That has changed—dramatically—in recent years.  Empirical research shows litigation against the SEC jumping significantly in the 2010s and then skyrocketing in the 2020s.  In Suing the SEC, forthcoming in the Texas Law Review, I explore why.

READ MORE »

Early Look: Executive Security Perks on the Rise

Posted by Joyce Chen, Equilar, Inc., on
Wednesday, April 22, 2026
, , , ,
More from: ,

Joyce Chen is an Associate Editor at Equilar, Inc. This post is based on her Equilar memorandum.

Nearly a year and a half has passed since the death of Brian Thompson, the former chief executive officer (CEO) of UnitedHealthcare. In the aftermath, boards and management teams have taken a closer look at personal security risks facing senior leaders, particularly as executive visibility continues to rise. These risks have prompted companies to adopt more formalized security arrangements for executives. Common executive security-related perquisites include home security systems with monitoring, dedicated security personnel and enhanced travel protection measures.

Under the Securities and Exchange Commission (SEC), publicly traded companies must disclose executive perquisites that exceed $10,000 in value. These disclosures were traditionally met with skepticism, as critics cited security benefits as excessive and unnecessary. However, heightened threat awareness and high-profile incidents like Mr. Thompson’s death have contributed to a shift in how these expenditures are viewed.

READ MORE »

The Proof is in the Proxy: Connecting Governance to Returns

Posted by Bob Herr, Landon Shea, and Peter Højsteen-Ljungbeck, AllianceBernstein, on
Tuesday, April 21, 2026
, , , ,
More from: , , , , ,

Bob Herr is a Senior Vice President and Director of Corporate Governance, Landon Shea is an Investment Stewardship Associate, and Peter Højsteen-Ljungbeck is an Assistant Vice President at AllianceBernstein. This post is based on an AllianceBernstein memorandum by Mr. Herr, Mr. Shea, Mr. Højsteen-Ljungbeck, John Huang, and Ryan Oden.

Our research shows a link between governance and stock returns.

Investors have long suspected that companies with poor corporate governance may be more prone to mismanagement and weak returns. Our research suggests they’re right.

Specifically, our proxy voting study shows a connection between governance and return. We think proxy voting is one of the best tools investors can use to express a view on the quality of a firm’s governance, providing it’s based on careful analysis and accountability, not a rubber stamp.

We believe that proxy voting—alongside direct engagement*—may encourage companies to improve their governance practices, which may result in better long-term outcomes. Several studies, including our own findings, have made this connection much more apparent.

READ MORE »

What Do Investors Learn in Private Meetings? Evidence from 4,700 Encounters with Portfolio Firms

Posted by Marco Becht (Université Libre de Bruxelles), Julian Franks (London Business School), and Hannes F. Wagner (Bocconi University), on
Tuesday, April 21, 2026
, , ,
More from: , ,

Marco Becht is a Professor of Finance at Solvay Brussels School, Université Libre de Bruxelles; Julian Franks is a Professor of Finance at London Business School; and Hannes F. Wagner is a Professor of Finance at Bocconi University. This post is based on their recent article, forthcoming in the Journal of Finance.

Private meetings between institutional investors and the boards and management of their portfolio firms have grown substantially worldwide as investors comply with stewardship codes and engage in active ownership. At the same time, these meetings are frequently undisclosed, raising concerns about fair disclosure and insider trading. While prior research has studied investor engagement through the lens of activist campaigns or global activism patterns, little is known about the day-to-day private interactions between mainstream asset managers and their portfolio companies. In our paper, The Benefits of Access: Evidence from Private Meetings with Portfolio Firms, forthcoming in the Journal of Finance, we use large language models (LLMs) to analyze the content of 4,700 private meetings between a large active asset manager and its portfolio firms and examine how the information obtained in these meetings affects trading decisions and performance.

READ MORE »

Board Equity Ownership and Its Impact on Corporate Performance

Posted by Victoria Tellez (FCLTGlobal) and Jonathan Ponder (MSCI Institute), on
Tuesday, April 21, 2026
, , , , ,
More from: , ,

Victoria Tellez is the Research Director at FCLTGlobal and Jonathan Ponder is the Vice President of Research & Development at MSCI Institute. This post is based on their FCLTGlobal memorandum.

Executive Summary

Boards with higher and more durable equity ownership are associated with stronger long-term shareholder returns, risk-adjusted returns (alpha), and differences in investment behavior, specifically higher R&D intensity based on FCLTGlobal analysis, in collaboration with MSCI Institute and leveraging data from MSCI Solutions, of 2,137 companies in the MSCI All Country World Index (ACWI) from 2020 to 2025.[a]

READ MORE »

How a Buyer’s AI Conversations Sank Its Earnout Avoidance Strategy

Posted by Jonathan A. Dhanawade, Frank J. Favia Jr., and Andrew J. Stanger, Mayer Brown LLP, on
Monday, April 20, 2026
, , , , , ,
More from: , , ,

Jonathan A. Dhanawade and Frank J. Favia Jr. are Partners and Andrew J. Stanger is Knowledge Counsel at Mayer Brown LLP. This post is based on their Mayer Brown memorandum and is part of the Delaware law series; links to other posts in the series are available here.

On March 16, 2026, the Delaware Court of Chancery issued a significant post-trial opinion in Fortis Advisors, LLC v. Krafton, Inc.[1] The case arose from Krafton, Inc.’s (the “Buyer”) acquisition of Unknown Worlds Entertainment (the “Target”), and the Buyer’s subsequent attempt to engineer its way out of a $250 million earnout obligation. The court found that the Buyer breached the parties’ Equity Purchase Agreement (the “EPA”) by terminating the Target’s three key executives without (contractually defined) “Cause” and by seizing operational control of the studio. In a sweeping remedial order, the court reinstated the Target’s CEO to his position with full operational authority, enjoined the Buyer from using the studio’s own board to circumvent that authority, restored the Target’s access to its publishing platform, and equitably extended the earnout measurement period by 258 days. Perhaps most remarkably, the court quoted at length from responses generated by a popular AI platform in response to queries made by the Buyer’s CEO about how to take control of the Target’s operations.

READ MORE »

The (Missing) Relation Between Acquisition Announcement Returns and Value Creation

Posted by Itzhak Ben-David (Ohio State University), on
Monday, April 20, 2026
, , , ,
More from: , , ,

Itzhak Ben-David is a Professor at the Ohio State University Fisher College of Business. This post is based on a recent paper by Professor Ben-David, Utpal Bhattacharya, Professor at the Hong Kong University of Science and Technology, Ruidi Huang, Professor at Southern Methodist University Cox School of Business, and Stacey Jacobsen, Associate Professor at Southern Methodist University Cox School of Business.

The cumulative abnormal return, or CAR, is the stock market’s snap reaction to an acquisition announcement. Over the last five decades, CAR has dominated academic finance: more than 92% of M&A studies in the top journals use it to measure deal quality. Its influence extends well beyond academic research: CAR is the standard framework taught in business schools, and event studies built on announcement returns are routinely used by expert witnesses in deal litigation and by regulators evaluating the competitive effects of mergers. If CAR were a reliable measure, the implications for corporate governance would be substantial—boards could use it to evaluate management’s dealmaking, compensation committees could tie incentive pay to deal-level value creation, and antitrust investigators could benchmark their enforcement decisions against the market’s verdict.

But what if CAR does not actually measure value creation?

In our article recently published in the Journal of Finance (published version; SSRN), we present comprehensive evidence that it does not. Using more than 47,000 acquisition announcements over nearly four decades (1980–2018), we find that the market’s initial reaction to a deal bears essentially no relation to how that deal actually turns out. READ MORE »

Page 35 of 57
1 … 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 … 57