Yearly Archives: 2026

Global Trends in Women’s Corporate Leadership 2026

Subodh Mishra is the Global Head of Communications at ISS STOXX. This post is based on an ISS-Corporate memorandum by Jun Frank, Head of Compensation & Governance Advisory at ISS-Corporate.

As we mark International Women’s Day, ISS‑Corporate takes a look at trends in women’s board representation globally among major corporations, examining how representation levels and leadership roles vary across key markets. The latest data using Governance QualityScore reveal substantial regional differences, with some markets demonstrating high female board representation while others continue to trail global averages. These patterns provide important context for understanding how regulatory environments, market expectations, and governance practices shape board composition worldwide.

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Targeted Corporate Philanthropy

Cara Vansteenkiste is an Assistant Professor in Finance at the University of Sydney. This post is based on her recent article, forthcoming in the Journal of Finance.

Charitable giving by U.S. corporations nearly tripled over the past two decades, increasing from $13 billion in 2003 to more than $40 billion in 2024. Philanthropy has become a central part of how large firms present themselves to stakeholders and communities. Yet we still know relatively little about whether, and how, firms deploy charitable resources strategically in major corporate decisions in which external stakeholders can directly impact performance, such as mergers and acquisitions (M&As).

​Targeted philanthropy around M&A deals

​In a forthcoming article in the Journal of Finance, “Targeted Philanthropy: Evidence from M&As,” I examine whether acquirers use charitable foundation funds to influence key stakeholders in takeover transactions. I study almost one million donations made by U.S. public acquirers in 6,067 M&A deals to examine acquirers’ donation patterns to counties in which targets operate establishments or in which target insiders are active in local nonprofits. I show that acquirers’ donations to target counties increase by 19% more in the two years preceding a deal announcement, compared to pseudo target counties matched on public status, headquarter (HQ) state, industry, and size. At the deal level, more than 1/5th of M&A deals by foundation-owning acquirers involves pre-announcement donations to target charities. On average, these donations amount to more than $1 million per deal, a level 40% higher than donations to pseudo target charities.

​This expansion in targeted philanthropy reflects a reallocation of funds away from counties that are less operationally important – especially distant counties without target operations, target-affiliated nonprofits, or acquirer establishments – and redirect those funds toward counties where the target is headquartered, runs major facilities, or where target insiders are active in local nonprofits. Exploiting the fact that not all takeover offers succeed, I document that acquirers reduce donations to target counties after withdrawing a takeover offer, even when considering arguably exogenous withdrawals following lost takeover contests and market crashes.

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Global Corporate Governance Trends for 2026

Rich Fields leads the Board Effectiveness Practice, Melissa Martin is a member of the Board Effectiveness Practice, and Rusty O’Kelley is a Managing Director at Russell Reynolds Associates. This post is based on a Russell Reynolds memorandum by Mr. Fields, Ms. Martin, Mr. O’Kelley, Jens-Thomas Pietralla, Marc Sanglé-Ferrière, and Amy Sampson.

Converging forces of economic volatility, technological disruption, and geopolitical realignment are putting significant pressure on companies, their executives, and their non-executive leaders.

To help demystify a complicated landscape, RRA combines the expertise and experience of its leadership advisors with detailed, confidential discussions with leading governance experts each year to help organizations stay at or ahead of critical trends. With many thanks to those thought leaders, hailing from across 17 geographies, we are pleased to share the eleventh edition of Russell Reynolds Associates’ Global Corporate Governance Trends.

Corporate governance is inherently local; shaped by divergent legal, regulatory, and other requirements and norms. However, we identified five trends that cut across borders and will affect board agendas and discussions in 2026.

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Tracking Shareholder Proposals and Company Exclusions: Pre-Season Observations

Courteney Keatinge is the Vice President of ESG Research and Dimitri Zagoroff is a Senior Editor at Glass Lewis. This post is based on their Glass Lewis memorandum.

Key Takeaways

  • In November 2025, the SEC’s Division of Corporation Finance announced it would no longer provide responses to most no-action requests to exclude shareholder proposals.
  • Based on early incoming data, the number of shareholder proposals going to a vote in January and February 2026 is down from last year, while the number of exclusion notices filed is roughly the same.
  • The absence of SEC no-action relief may have encouraged some companies to be more cautious about what proposals they exclude, and their basis for exclusion.
  • Investors are pushing back on proposal exclusion via litigation – and getting results.
  • Compared to 2025, more of the shareholder proposals that have gone to a vote cover environmental and social topics.

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Remarks by Commissioner Uyeda on Investor Choice and the Limits of SEC Regulation

Mark T. Uyeda is a Commissioner of the U.S. Securities and Exchange Commission. This post is based on his recent remarks. The views expressed in this post are those of Commissioner Uyeda and do not necessarily reflect those of the Securities and Exchange Commission or its staff.

This year, America will celebrate the 250th anniversary of the Declaration of Independence, a document that came into existence during a period of transformational thinking about the relationship between the people and how they are governed. In an era of European monarchies and the divine right of kings, the idea that those in government derive their power from the consent of the governed was a stark departure from the status quo.

A. Pursuit of Happiness

The Declaration of Independence, penned by Thomas Jefferson, declared to the world that certain truths were self-evident. People are endowed with certain unalienable rights. Among these unalienable rights are “life, liberty, and the pursuit of happiness.”[1]

Jefferson adapted this important phrase from John Locke’s Two Treatises of Government (1690), in which Locke identified life, liberty and property as foundational natural rights.[2] Scholars have long hypothesized on why Jefferson replaced “property” with the “pursuit of happiness.”[3] Today, I want to reflect on what this small, but meaningful, adaptation means for us today, and specifically, what this means for the work of the Commission.

The pursuit of happiness. It is a more elastic and somewhat more amorphous concept than property, but perhaps the most distinctly American idea in a document full of them. It is not the guarantee of happiness. It is not the government’s obligation to deliver happiness. It is the right to pursue happiness: to start a business, to choose your occupation, to risk your capital, and to reap the rewards or absorb the losses of your own decisions. Although the SEC did not exist during the earlier parts of American history, the ideals that underpinned America’s foundation should continue to guide how we think about opportunity, accountability, and the proper limits of government action.

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Remarks by Chair Atkins on the SEC’s Regulatory Philosophy and Policy Agenda

Paul S. Atkins is the Chairman of the U.S. Securities and Exchange Commission. This post is based on his recent remarks. The views expressed in the post are those of Chairman Atkins and do not necessarily reflect those of the Securities and Exchange Commission or the Staff.

Thank you, Laura [Unger], for your introduction, and for the fine job that you have done spearheading this year’s program alongside our hosts at the Practising Law Institute. I should also like to acknowledge our many participants for being here today, including those of you who are tuning in virtually. Of course, I must not neglect to thank my fellow speakers from across the Commission for contributing their time and expertise. The strength of this institution has always rested on the dedication of its public servants. And this annual opportunity for SEC staff to speak publicly about their work is an occasion for all of us to recognize the rigor and high purpose that animates it. Finally, before I share a few reflections, I must note—as you will no doubt hear countless times today—that the views I express here are my own as Chairman and do not necessarily reflect those of the SEC as an institution or of the other Commissioners.

Now, despite some fits and starts in recent years, SEC Speaks has long occupied a unique place on the Commission’s calendar. Over my three tours at the SEC—first working for two chairmen, then as a commissioner in the aughts—I noticed that this audience tends to hang on a speaker’s every word. But I would do well to remember the counsel of Bill Casey, who, at the very first SEC Speaks program some fifty-four years ago, encouraged future Chairmen to realize that the crowd is there to pay a tribute “not to you, nor to your colleagues, nor to the SEC in general” but, as he put it, “to the SEC in particular.”

And so it is today. Over the course of this program, Commission staff will explain in considerable detail the direction of our policy initiatives across every division and several offices.

My aim this morning is a bit different. In lieu of previewing each of those efforts individually, I want to step back and offer a framework of how they fit together as a cohesive whole, so that as you hear from our speakers, you understand not only the substance of the SEC’s priorities, but the shared principles behind them.

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Weekly Roundup: March 13-19, 2026


More from:

This roundup contains a collection of the posts published on the Forum during the week of March 13-19, 2026

Remarks by Chair Atkins on Disclosure Reform and Financial Innovation


Delaware Supreme Court Upholds Constitutionality of SB21 Provisions Providing Safe Harbors for Controlling Stockholder Transactions


Pause, Pivot, Pressure


Will Curbs on Proxy Advisors Make Shareholder Votes Less Predictable?


Impact of Tariffs on 2025 and 2026 Incentives


ESG Investing in a Fragmented US Regulatory Landscape


Proxies in Uncharted Waters: 2026 U.S. Proxy Season Preview



Measuring CEO Pay-for-Performance: Demonstrating Alignment with Shareholder Outcomes


Delaware Supreme Court Guidance on ADR Provisions to Resolve Earnout Disputes—Stillfront


How Plurality Voting Allows Directors to Stay on the Board Without Majority Support


How Plurality Voting Allows Directors to Stay on the Board Without Majority Support

Devin Rourke is a Research Analyst, Sarah Wenger is a Lead Analyst, and Aaron Wendt is a Senior Director of Research at Glass Lewis. This post is based on their Glass Lewis memorandum.

Key Takeaways

  • Out of the 22,635 U.S. director election proposals Glass Lewis covered in the 2025 proxy season, there were 72 directors from 48 different companies who did not receive majority shareholder support.
  • Of those 72, only seven successfully resigned. Six had their resignations rejected and the remaining companies took no action, instead ignoring the vote outcome and letting the directors continue to serve despite not receiving majority shareholder support.
  • These majority-unsupported directors stay on due largely to plurality voting, which removes the possibility of failing to be elected, so long as there are uncontested board seats available.
  • In 2025, 50 of the 72 majority-unsupported directors, or 69.4% of total, served on boards that use plurality voting and do not require a resignation policy for uncontested director elections.
  • Negative governance practices insulate boards from shareholder concerns. In 2025, 39.6% of companies with majority-unsupported directors had a classified board, and 12.5% had a multi-class share structure.

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Delaware Supreme Court Guidance on ADR Provisions to Resolve Earnout Disputes—Stillfront

Gail Weinstein is a Senior Counsel, Philip Richter is a Partner, and Steven Epstein is the Managing Partner at Fried, Frank, Harris, Shriver & Jacobson LLP. This post is based on a Fried Frank memorandum by Ms. Weinstein, Mr. Richter, Mr. Epstein, Steven J. Steinman, Randi Lally, and Maxwell Yim, and is part of the Delaware law series; links to other posts in the series are available here.

In Fortis Advisors v. Stillfront (Feb. 13, 2026), the Delaware Supreme Court held that an alternative dispute resolution (ADR) provision in a merger agreement, which called for an independent accounting firm to resolve disputes relating to “calculation of the earnout amount” payable by the buyer, permitted resolution by the accounting firm of claims that the buyer had breached earnout-related operational covenants and acted in bad faith—even though the claims involved no “calculation.” Having decided that the ADR provision called for an “arbitration” rather than an “expert determination,” the Supreme Court concluded that the accounting firm had broad authority to resolve all issues (including legal issues) relating to the earnout amount that was owed. Therefore, the Supreme Court upheld the Court of Chancery’s decision that enforced the accounting firm’s conclusions that no change was required to the buyer’s calculations and the buyer was not entitled to any earnout or other recovery.

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Measuring CEO Pay-for-Performance: Demonstrating Alignment with Shareholder Outcomes

Ira Kay is a Managing Partner, Mike Kesner is a Partner, and Edward Sim is a Consultant at Pay Governance LLC. This post is based on their Pay Governance memorandum.

Introduction: Why Pay-for-Performance Remains Contested

Demonstrating that executive compensation is meaningfully aligned with company performance and the shareholder experience remains one of the most important, and most debated, issues in U.S. executive pay decision-making and corporate governance in general. While boards, investors, executives, and proxy advisors broadly agree on the principle of “pay for performance,” there is far less agreement on how that alignment should be measured and evaluated in practice.

Two analytical challenges sit at the center of this debate. The first is determining a fair and competitive level of target compensation. The second, and more controversial challenge, is assessing whether the compensation ultimately earned by executives appropriately reflects company performance and shareholder outcomes over time. This Viewpoint focuses on the techniques used to evaluate pay‑for‑performance alignment—an area that remains highly contested. Traditional approaches to this analysis have relied heavily on grant‑date values for stock awards included in the Summary Compensation Table (SCT) pay, which reflect future opportunity rather than realized or realizable pay outcomes.

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