Yearly Archives: 2026

US Proxy-Voting Trends: 2025 in Review

Posted by Lindsey Stewart, Morningstar, Inc., on
Monday, February 16, 2026
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Lindsey Stewart is the Director of Investment Stewardship Research at Morningstar, Inc. This post is based on his Morningstar report.

Key Observations

  • We analyzed proxy-voting records of 50 of the largest US managers of equity and allocation funds for companies in the Morningstar US Large-Mid Cap Index over the 2023, 2024, and 2025 proxy years. We also assessed votes by eight European asset managers and 601 US sustainable funds.
  • There was a slight increase in shareholder support for management resolutions: Average support rose to 95.6% in 2025, from 95.0% in 2024 and 95.1% in 2023.
  • Average support for shareholder resolutions on governance remained steady at around 30%.
  • Meanwhile, average support for environmental and social, or E&S, shareholder resolutions fell from 18.8% in the 2023 proxy year to 11.6% in 2025.
  • Votes by the top 10 US managers of equity and allocation fund assets were more supportive of management compared with the other 40 US firms.
  • The top 10 comprises the Big Three index managers— BlackRock, State Street, and Vanguard—alongside Capital Group, Dimensional, Fidelity (including funds subadvised by Geode), Invesco, J.P. Morgan, Schwab, and T. Rowe Price.
  • These firms showed above-market-average support for management resolutions and below-marketaverage support for shareholder resolutions every year. The reverse is true for the next 40 US firms.
  • Voting decisions by US sustainable funds showed much lower support for management resolutions and much higher support for E&S shareholder resolutions compared with the US firms overall.
  • European firms dissented from the management view more often than any of the US peer groups, reflecting a transatlantic gap in voting patterns.

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The Art of Indemnifying Attorneys’ Fees for M&A Disputes

Posted by Frank Favia, Jonathan Dhanawade, and Andrew Stanger, Mayer Brown, on
Sunday, February 15, 2026
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Frank Favia and Jonathan Dhanawade are Partners, and Andrew Stanger is Knowledge Counsel at Mayer Brown. 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.

Buyers in M&A transactions often assume that they will be able to recover reasonable attorneys’ fees in connection with a successful indemnification claim if the purchase agreement generally includes attorneys’ fees in the definition of indemnifiable losses. However, buyers may be surprised to learn that Delaware law presumes that attorneys’ fees incurred by a buyer in pursuing an indemnification claim against a seller (often referred to as a “first-party” claim) are not recoverable unless the purchase agreement includes a “clear and unequivocal articulation” of the parties’ intent to require fee shifting.

This Legal Update examines two recent Delaware opinions that illustrate this legal principle. It also discusses drafting nuances for parties that wish to include attorneys’ fees for first-party claims among indemnifiable losses.

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A Proxy Odyssey: What Will 2030 U.S. Proxy Season Look Like?

Posted by Sean Quinn, Matt Filosa, and Sydney Carlock, Teneo, on
Saturday, February 14, 2026
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Sean Quinn and Matt Filosa are Senior Managing Directors, and Sydney Carlock is a Managing Director at Teneo. This post is based on a Teneo memorandum by Mr. Quinn, Mr. Filosa, Ms. Carlock, Martha Carter, and Diana Lee.

The Current Landscape

For decades, corporate governance operated on relatively stable ground, even amid backlash against proxy advisors and the proxy voting system itself. The Securities and Exchange Commission (SEC) controlled ballot access, research and recommendations from proxy advisors like ISS and Glass Lewis influenced voting outcomes, voting power was concentrated among a handful of large asset managers expected to vote every share, and engagement was a straightforward exchange between investors and issuers.

That stability has recently unraveled with unprecedented speed and intensity. In 2025, a wave of regulatory actions, driven in part by political backlash against ESG, began to significantly reshape the corporate governance landscape. As companies prepare for the 2026 proxy season, investor engagement has grown less candid, proxy advisory firms face existential pressure from regulators and AIdriven competitors, and the shareholder proposal process has been fundamentally, if temporarily, altered. In short order, proxy seasons have become much harder for companies to manage and predict, and that trend is likely to continue.

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CEO and C-Suite ESG Priorities for 2026

Posted by Matteo Tonello, The Conference Board, Inc., on
Friday, February 13, 2026
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Matteo Tonello is the Head of Benchmarking and Analytics at The Conference Board, Inc. This post is based on a report developed by The Conference Board and co-authored by Andrew Jones, Principal Researcher, US Governance & Sustainability Center and Brian Campbell, Center Leader, US Governance & Sustainability Center at The Conference Board.

Drawing on The Conference Board® C-Suite Outlook 2026 global survey of business leaders, this report analyzes how CEOs and CSuite executives in Europe, North America, and globally are recalibrating environmental, social & governance (ESG) priorities for 2026 amid heightened disruption, uncertainty, and execution risk.

Trusted Insights for What’s Ahead®

  • CEOs globally ranked AI as the leading societal or technological shift expected to negatively impact their business in 2026—ahead of political polarization and shifting consumer behaviors—as leaders grapple with scaling new technologies amid regulatory volatility and societal disruption.
  • CEOs globally ranked political uncertainty and public policy shifts as key external governance factors expected to impact business in 2026, with many planning for sustained policy volatility, institutional fragility, and rising AI governance and regulatory complexity.
  • CEOs’ environmental priorities diverged sharply by region, with a significant share of North America’s leaders deprioritizing sustainability issues altogether while others emphasized resource efficiency and advancing clean technology tied to competitiveness.
  • Social priorities in 2026 were anchored strongly in workforce resilience, with CEOs prioritizing education, economic opportunity, and mental health as top enablers of growth and execution.
  • Governance priorities for 2026 reflected an emphasis on performance alongside compliance, with CEOs and C-Suite executives elevating strategy execution and revenue growth while continuing to address established governance areas such as enterprise risk management and succession planning.

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Weekly Roundup: February 6-12, 2026

Posted by the Harvard Law School Forum on Corporate Governance, on
Friday, February 13, 2026

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This roundup contains a collection of the posts published on the Forum during the week of February 6-12, 2026

Shareholder Engagement: Is the Power of Proxy Advisors and Institutional Investors Shifting?

Posted by Lillian Tsu and Shuangjun Wang, Cleary Gottlieb Steen & Hamilton LLP, on Friday, February 6, 2026
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Shareholder Engagement in Flux: Recent Developments and Practical Implications

Posted by Justin C. Nowell, Sonia G. Barros, and Andrea L. Reed, Sidley Austin LLP, on Saturday, February 7, 2026
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2026 Corporate Governance Trends to Watch

Posted by Ray Garcia, Matt DiGuiseppe, and Arielle Berlin, PricewaterhouseCoopers, on Sunday, February 8, 2026
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Delaware Supreme Court’s Earnout Decision Reinforces Primacy of Contract and Illustrates the Limits of the Implied Covenant

Posted by Michael Holmes, Jason Halper, and Jeffrey Crough, Vinson & Elkins LLP, on Monday, February 9, 2026
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Financial Crises: New Insights

Posted by Eric Hilt (Wellesley College), on Monday, February 9, 2026
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Statement on Investor Concerns About Shareholder Rights and SEC Policy Before the SEC’s Investor Advisory Committee

Posted by Severine Neervoort, ICGN, on Monday, February 9, 2026
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Drafting Guidance from Delaware Supreme Court on Earnouts, Efforts Obligations, and Fraud

Posted by Gail Weinstein, Philip Richter, and Steven Epstein, Fried Frank, on Tuesday, February 10, 2026
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Climate Disclosure and the Transformation of Gatekeeping

Posted by Andrew F. Tuch (Washington University in St. Louis), on Tuesday, February 10, 2026
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Board of Director Compensation Practices in the Russell 3000 and S&P 500

Posted by Matteo Tonello, The Conference Board, Inc., on Tuesday, February 10, 2026
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Delaware Case Applying Indemnification Materiality Scrape Creates Risks for the Unwary

Posted by Andrew J. Noreuil and Andrew Stanger, Mayer Brown LLP, on Wednesday, February 11, 2026
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Board Governance in 2026

Posted by Christine Davine and Caroline Schoenecker, Deloitte LLP, on Wednesday, February 11, 2026
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Corporate Governance, Trust and the ‘Crisis of Insularity’

Posted by Michael W. Peregrine, on Thursday, February 12, 2026
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Limited Risk Disclosure Updates Despite Political and Economic Volatility

Posted by Dean Kingsley (Deloitte LLP) and Kristen Jaconi (USC), on Thursday, February 12, 2026
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Limited Risk Disclosure Updates Despite Political and Economic Volatility

Posted by Dean Kingsley (Deloitte LLP) and Kristen Jaconi (USC), on
Thursday, February 12, 2026
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Dean Kingsley is a Principal at Deloitte & Touche LLP, and Kristen Jaconi is a Professor of the Practice in Accounting and Executive Director of the Peter Arkley Institute for Risk Management at the USC Marshall School of Business. This post is based on their recent Deloitte report.

The pace of change in the external risk environment has been unrelenting over the past 12 months, as US companies have faced an unprecedented and highly dynamic set of external drivers impacting their businesses. These drivers have included significant political and regulatory shifts, a complex business environment combining low economic optimism and high interest rates with fairly stable economic growth and labor markets, ongoing and mutating global conflicts and other geopolitical challenges, and substantial disruptions in the global trade environment.

Deloitte and the USC Marshall School of Business Peter Arkley Institute for Risk Management (USC Marshall Peter Arkley Institute for Risk Management) have completed our fifth year of analysis of annual risk factor disclosures of Standard & Poor’s (S&P) 500 companies. Although the Securities and Exchange Commission (SEC) sought to reduce the volume of risk factor disclosures in its 2020 risk reporting reforms, companies have provided lengthier risk factor disclosures this past reporting season reflecting this complex and dynamic environment.

This year, we also conducted a review of the first quarterly reports filed after April 2, 2025 to understand whether companies chose to update their risk factors to reflect any material changes since the filings of their annual reports, an update required by SEC regulations. In fact, over 75% of companies did not update their risk factor disclosures. However, 94 companies did, either restating their risk factors in their entirety or disclosing one to seven stand-alone risk factors. As expected, many of these updated risk factors related to evolving trade policies, government funding and/or contracting, and corporate sustainability reporting.

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Corporate Governance, Trust and the ‘Crisis of Insularity’

Posted by Michael W. Peregrine, on
Thursday, February 12, 2026
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Michael Peregrine is a retired attorney and a Fellow of the American College of Governance Counsel.

 

An important new survey encourages corporate boards to address rising signs of insularity within elements of its consumer base and society at large. In this context, “insularity” is described as a reluctance to trust anyone or anything “different from me.” It is thus a condition that can have an enormous influence on business, and institutional strategy and performance – especially in the context of today’s highly polarized public discourse.

That’s the main message from the 2026 edition of the Edelman Trust Barometer (“Barometer”) (2026 Edelman Trust Barometer Global Report), a widely respected global measurement of social trust in institutions. And it is a particularly important message for corporate governance and its duty to preserve external and internal trust in the company, and its vision and values.

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Board Governance in 2026

Posted by Christine Davine and Caroline Schoenecker, Deloitte LLP, on
Wednesday, February 11, 2026
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Christine Davine is a Managing Partner and Caroline Schoenecker is a Managing Director at Deloitte LLP. This post is based on a Deloitte memorandum by Ms. Davine, Ms. Schoenecker, Krista Parsons, Maureen Bujno, and Jamie McCall.

Redefining board leadership to meet modern challenges

Looking toward 2026, the responsibilities and expectations placed on corporate boards continue to evolve at an accelerating pace. Today’s directors are navigating a business environment shaped by a broader range of risks, fresh opportunities, and new approaches to leadership and oversight. The start of a new year represents an inflection point for board directors to consider how they can respond with informed action to embrace change.

The role of the modern board is expanding. Boards are expected to look beyond compliance and traditional oversight, stepping into roles as strategic oversight leaders and stewards of enduring value. Directors are increasingly pivotal in guiding organizations through uncertainty to help foster growth and resilience amid disruptions such as economic and geopolitical shifts, digital transformation, and regulatory developments. Effective boards are often those that keep pace with these shifts, regularly evaluating not only what they oversee but how they do so. READ MORE »

Delaware Case Applying Indemnification Materiality Scrape Creates Risks for the Unwary

Posted by Andrew J. Noreuil and Andrew Stanger, Mayer Brown LLP, on
Wednesday, February 11, 2026
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Andrew J. Noreuil is a Partner and Andrew J. Stanger is a 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.

In a recent post-trial opinion, the Delaware Superior Court, applying a representations and warranties materiality scrape under an M&A purchase agreement indemnification provision, held that the seller breached its absence of changes representation that no event had occurred that had or reasonably could have an “adverse effect” (as opposed to a material adverse effect) on the acquisition target. In addition, the Court considered the buyer’s claims for fraud and willful misconduct for the representations that were determined to have been breached after applying the materiality scrape. This Legal Update examines in detail the Court’s analysis of the purchase agreement and its application of the materiality scrape and discusses considerations for parties when negotiating materiality scrape provisions.

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Board of Director Compensation Practices in the Russell 3000 and S&P 500

Posted by Matteo Tonello, The Conference Board, Inc., on
Tuesday, February 10, 2026
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Matteo Tonello is the Head of Benchmarking and Analytics at The Conference Board, Inc. This post is based on a Conference Board report by Paul Hodgson, Senior Advisor, ESGAUGE, Ariane Marchis-Mouren, Senior Researcher, Corporate Governance at The Conference Board, and Andrew Jones, Principal Researcher, Governance & Sustainability Center at The Conference Board.

This report examines how board director compensation practices across US public companies have evolved in 2025, drawing on comprehensive longitudinal data to assess levels, structures, mix, and emerging trends across the Russell 3000 and S&P 500.

Trusted Insights for What’s Ahead

  • Director pay has largely leveled off, rising just 2% in the Russell 3000 and remaining flat in the S&P 500, reflecting a mature and disciplined compensation model with medians clustered near $250,000.
  • Shareholder-approved limits have become a core governance safeguard, now adopted by roughly three-quarters of companies in both indexes, with a typical $750,000 cap that signals tighter oversight and growing investor scrutiny.
  • Director core pay elements have largely settled into a stable pattern, with cash retainers flat at $75,000 (Russell 3000) and $105,000 (S&P 500), stock awards holding at $150,000 and $190,000, and only minor variation in option values.
  • Companies have converged on a streamlined retainer-only structure, used by about 90% of firms as meeting fees continue to decline in prevalence and value, reinforcing a shift toward simpler and more predictable pay designs even as director responsibilities expand.
  • Director perquisites remain modest and highly concentrated, with travel reimbursement still the only widespread benefit (above 50% in both indexes) and most other perks—such as education support or charitable-match programs—concentrated among larger S&P 500 companies.

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