Yearly Archives: 2026

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

Posted by Arthur R. Bookout, Edward B. Micheletti and Joseph O. Larkin, Skadden, Arps, Slate, Meagher & Flom LLP, on
Saturday, March 14, 2026
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Arthur R. Bookout, Edward B. Micheletti, and Joseph O. Larkin are Partners at Skadden, Arps, Slate, Meagher & Flom LLP. This post is based on a Skadden memorandum by Mr. Bookout, Mr. Micheletti, Mr. Larkin, Cliff C. Gardner, Jenness E. Parker, and Faiz Ahmad, 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.

Executive Summary

  • What’s new: The Delaware Supreme Court upheld the constitutionality of amendments to the DGCL under SB21, which provide procedural safe harbors for transactions involving controlling stockholders.
  • Why it matters: The decision shields directors, officers and controlling stockholders from equitable relief and damages if safe harbor provisions are met.
  • What to do next: Companies should ensure that transactions with controlling stockholders are approved by an informed committee of disinterested directors and/or disinterested minority stockholders to benefit from the safe harbor protections.

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Remarks by Chair Atkins on Disclosure Reform and Financial Innovation

Posted by Paul Atkins, U.S. Securities and Exchange Commission, on
Friday, March 13, 2026
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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 its staff.

Good morning, ladies and gentlemen, and welcome to our first Investor Advisory Committee meeting of the year. Before I make some opening remarks, let me offer the customary disclaimer that the views I express here are my own as Chairman and not necessarily those of the SEC as an institution or of the other Commissioners. Of course, I should also like to acknowledge those of you for whom today marks your final IAC meeting. This Committee has an important mission to give considered input to the Commission. I am grateful for the service that you have given—and for the contributions that you have made. READ MORE »

Weekly Roundup: March 6-12, 2026

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

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

Nathan Cummings Foundation v. Axon Enterprise, Inc.

Posted by Laura Campos, Nathan Cummings Foundation, on Friday, March 6, 2026
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Key Issues for Companies and Activist Investors Heading into the 2026 Proxy Season

Posted by Kerry E. Berchem, John Patrick Clayton, and Bryan D. Flannery, Akin Gump Strauss Hauer & Feld LLP, on Saturday, March 7, 2026
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Arizona Senate Bill 1503: The “Sole Economic Interest” Standard and State-Level Intervention in Proxy Voting and Fiduciary Governance

Posted by Elizabeth Goldberg and Yara Ismael, Morgan, Lewis & Bockius LLP, on Saturday, March 7, 2026
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Five Ways AI Could Transform Coming Proxy Seasons

Posted by James Langston and Carmen Lu, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Sunday, March 8, 2026
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Delaware Supreme Court Reverses Moelis

Posted by Walter Davis, Randi Lesnick, and Marjorie Duffy, Jones Day, on Monday, March 9, 2026
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Top Governance & Stewardship Trends for 2026

Posted by Subodh Mishra, ISS, on Monday, March 9, 2026
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Quarterly Review on Q4 2025 Trends in M&A, Activism and Corporate Governance

Posted by G.J. Ligelis Jr., Andrew M. Wark, and Bethany A. Pfalzgraf, Cravath, Swaine & Moore LLP, on Tuesday, March 10, 2026
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CEO Tenure is More Important than the CEO-Chair Debate

Posted by Victoria Tellez, FCLTGlobal, on Tuesday, March 10, 2026
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Shareholder Activism in Life Sciences: Risks, Responses, and Outlook

Posted by Leonard Wood and Rob Masella, Goodwin Procter LLP, on Wednesday, March 11, 2026
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US AI Oversight Through Three Lenses: Investor Expectations, the S&P 100 and Company-Specific Analysis

Posted by Sarah Wenger, Glass Lewis, on Wednesday, March 11, 2026
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Winter 2026 ESG Investing Quarterly Update

Posted by Elizabeth Goldberg, Rahel Mann, and Yara Ismael, Morgan Lewis & Bockius LLP, on Thursday, March 12, 2026
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The 2025 Activist Watchlist

Posted by Josh Black and Antoinette Giblin, Diligent Market Intelligence, on Thursday, March 12, 2026
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The 2025 Activist Watchlist

Posted by Josh Black and Antoinette Giblin, Diligent Market Intelligence, on
Thursday, March 12, 2026
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Josh Black is the Editor-in-Chief and Antoinette Giblin is Publications Editor at Diligent Market Intelligence (DMI). This post is based on their Diligent memorandum.

Each year, Diligent Market Intelligence (DMI) creates a ranking of the most prolific activists over the past year, based on the quantity and size of their activist investments, comprehensively derived from the DMI database.

The following categories have been used to create a points-based ranking of each activist for this year’s list: number of companies publicly subjected to activist demands, average market capitalization of targeted companies, success of public demands and the depth of news coverage on the activist on DMI in 2025. The methodology excludes investors that do not regularly employ an activist strategy and have targeted fewer than three companies in the period.

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Winter 2026 ESG Investing Quarterly Update

Posted by Elizabeth Goldberg, Rachel Mann, and Yara Ismael, Morgan Lewis & Bockius LLP, on
Thursday, March 12, 2026
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Elizabeth Goldberg is a Partner, and Rachel Mann and Yara Ismael are Associates at Morgan Lewis & Bockius LLP. This post is based on their Morgan Lewis memorandum.

This update summarizes key recent developments regarding legislative, regulatory, litigation, and enforcement updates related to environmental, social, and governance (ESG), with a particular focus on federal agency enforcement trends and executive orders, state proxy voting and disclosure laws, and climate initiative updates.

ESG investing continues to be subject to political attention, with related regulatory and litigation challenges. From state laws regulating ESG-investment considerations and disclosure mandates to efforts by the US administration to rescind or replace prior federal guidance, the ESG landscape is rapidly evolving in both substance and focus. For asset managers, fiduciaries, and companies, these developments raise increasingly complex compliance considerations and legal risks.

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US AI Oversight Through Three Lenses: Investor Expectations, the S&P 100 and Company-Specific Analysis

Posted by Sarah Wenger, Glass Lewis, on
Wednesday, March 11, 2026
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Sarah Wenger is the Lead Analyst of Policy and Content at Glass Lewis. This post is based on her Glass Lewis memorandum.

Key Takeaways

  • U.S. investors increasingly expect board-level oversight and disclosure of AI governance, with most favoring formalized oversight structures and transparent reporting.
  • Among S&P 100 companies, just over half disclose board-level AI oversight and fewer than one-third disclose both oversight and a formal AI policy, which may reflect uneven governance practices amid limited regulatory guidance.
  • Company approaches to AI governance can vary significantly, as shown by the differing approaches from Meta, Citigroup and Lockheed Martin.
  • AI-related risks, including bias, copyright infringement, cybersecurity threats, fraud, and reputational harm, are increasing in frequency and materiality, prompting heightened investor scrutiny and shareholder proposals.
  • In the absence of comprehensive regulatory guardrails, evolving SEC recommendations and shareholder expectations are likely to drive more robust AI governance frameworks and enhanced disclosure practices in upcoming proxy seasons.

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Shareholder Activism in Life Sciences: Risks, Responses, and Outlook

Posted by Leonard Wood and Rob Masella, Goodwin Procter LLP, on
Wednesday, March 11, 2026
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Leonard Wood is Chair of the Shareholder Activism and Takeover Defense Practice, and Rob Masella is Co-Head of the Public M&A and Life Sciences M&A Groups at Goodwin Procter LLP. This post is based on their Goodwin memorandum.

Shareholder activism in the life sciences sector has intensified in recent years, with activist funds and other event-driven investors increasingly targeting companies to influence management, governance, strategy, and capital deployment. Since 2020, more than 320 public campaigns and related engagements have been initiated across life sciences and healthcare companies, driven largely by the prevalence of pre-revenue business models, binary valuation dynamics tied to clinical and regulatory inflection points, persistent trading below cash or asset value, and the susceptibility of companies in these industries to activist narratives on strategic optionality and capital allocation.

For boards and management teams, understanding the evolving activism landscape, identifying vulnerability indicators, and implementing proactive preparedness measures have become essential components of effective oversight and management. This article reviews major activism trends from 2025, analyzes the structural and market dynamics that shape life sciences campaigns, and offers practical guidance for companies preparing for activism in 2026 and beyond.

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CEO Tenure is More Important than the CEO-Chair Debate

Posted by Victoria Tellez, FCLTGlobal, on
Tuesday, March 10, 2026
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Victoria Tellez is the Research Director at FCLTGlobal. This post is based on her FCLTGlobal memorandum.

In governance circles, few topics generate more debate than whether the CEO should also serve as board chair. Regulators in some markets have taken firm positions, and activists often argue that separation between the two roles is a universal best practice.

But the empirical evidence tells a different story: serving as both chair and CEO is not inherently good or bad – in fact, CEOs who hold both roles tend to remain in office longer, by an average of three years, than peers who do not.
The more consequential issue is not formal structure, but how boards design leadership and oversight in an environment of shorter CEO tenures. As leadership cycles compress, the risk to long-term value lies in repeated strategic resets, erosion of institutional memory, and underinvestment in long-term priorities.

For boards and executives, the key is not conforming to a governance trend or reacting to external pressure. It is choosing a structure that fits the company’s long-term needs, explaining that choice transparently, and ensuring the board has the expertise, independence, and processes to govern effectively, regardless of who holds the gavel.

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Quarterly Review on Q4 2025 Trends in M&A, Activism and Corporate Governance

Posted by G.J. Ligelis Jr., Andrew M. Wark, and Bethany A. Pfalzgraf, Cravath, Swaine & Moore LLP, on
Tuesday, March 10, 2026
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G.J. Ligelis Jr., Andrew M. Wark, and Bethany A. Pfalzgraf are Partners at Cravath, Swaine & Moore LLP. This post is based on a Cravath memorandum by Mr. Ligelis Jr., Mr. Wark, Ms. Pfalzgraf, Edward O. Minturn, and Evan A. Hill.

Mergers & Acquisitions

WHY BUYERS ARE INCREASINGLY TURNING TO STATE LAW TO ACQUIRE DISTRESSED ASSETS

For companies and stakeholders seeking to execute distressed asset sales with speed, certainty, cost control and surgical execution, state law regimes offer non-bankruptcy alternatives to chapter 11 bankruptcy sales.[1] These state law regimes can facilitate distressed M&A transactions with significantly lower administrative costs, tighter timelines and greater process control, especially where secured creditors or other key stakeholders cooperate to drive a coordinated strategy.

One such state law mechanism, Uniform Commercial Code (UCC) Article 9 sale, implements a secured creditor’s statutory right to enforce against defaulted personal property-type collateral and dispose of it via public or private sale subject to the overarching requirement that every aspect of the disposition be “commercially reasonable.” Public sales permit credit bidding, generally require notice to only the debtor and other lienholders and allow the buyer to take assets free and clear of the foreclosing and subordinate liens. Private sales can be faster but require strong evidentiary backing (marketing, valuation) and limit credit bidding absent a recognized market for the assets.[2]

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Top Governance & Stewardship Trends for 2026

Posted by Subodh Mishra, ISS, on
Monday, March 9, 2026
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Subodh Mishra is the Global Head of Communications at ISS STOXX. This post is based on an ISS Governance Research report.

Key Takeaways

  • Compensation and Say-on-Pay: 
    • There will be a slight increase in 2026 in the number of U.S. companies expected to demonstrate responsiveness to prior-year pay concerns. The percentage of companies with failed say-on-pay votes only slightly increased from the record low of 1.1% in 2024 to 1.2% in 2025. However, median pay support decreased from 94.9% in 2024 to 94.5% in 2025, and the percentage of companies that received between 50% and 70% support increased from 5.1% in 2024 to 5.5% in 2025. There were several high-profile failed votes in 2025 that will warrant a closer look this year.
    • U.S. companies may receive limited shareholder feedback following the SEC’s new 13G and 13D filing guidelines. Following the new SEC filing guidelines for 13G and 13D forms, some investors have been wary of providing candid feedback on executive pay, particularly after a low say-on-pay vote result, due to the possibility of being reclassified as an “active” investor. As a result, in 2025 some companies disclosed in their proxy that they had difficulty receiving investor feedback following the SEC’s updates, and it is expected that more companies will have similar disclosures in 2026.

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