Yearly Archives: 2026

Nevada v. Delaware: The New Market for Corporate Law

Posted by Michal Barzuza (University of Virginia), on
Thursday, February 26, 2026
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Michal Barzuza is a Professor of Law at the University of Virginia. This post is based on her recent paper.

The Article provides the first comprehensive analysis of Nevada’s statutory amendments, legislative history, and case law. It shows that Nevada corporate law effectively forecloses shareholder litigation eliminating the shareholder rights and management accountability that have long characterized American corporate law. It reveals how plaintiff shareholders face an impossible bind: they must plead intentional wrongdoing to survive dismissal, yet Nevada uniquely bars access to the books and records necessary to meet this burden.

Nevada corporate law has become a central focus in corporate America. Nevada has emerged as Delaware’s principal competitor, second only to Delaware in attracting out-of-state incorporations while dominating reincorporations out of Delaware. Firms cite reduced litigation exposure as a key advantage of incorporating in Nevada. The competitive pressure from Nevada is evident: Delaware amended its law to reduce scrutiny of self-dealing transactions, moving closer to Nevada’s approach, and Texas has incorporated elements of Nevada’s statutory scheme.[1] READ MORE »

Vanguard Portfolio Management: Proxy Voting Policy for U.S. Portfolio Companies

Posted by Carolyn Cross, Vanguard, Inc., on
Thursday, February 26, 2026
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Carolyn Cross is the Head of Investment Stewardship, Vanguard Portfolio Management at Vanguard, Inc. This post is based on a Vanguard piece.

Introduction

This proxy voting policy (the Policy) describes general positions on proxy proposals that may be subject to a shareholder vote at U.S.-domiciled companies and is aligned with governance practices believed to support long-term shareholder returns. The Policy has been adopted by the boards (or relevant governing bodies) of funds and portfolios managed by certain Vanguard-affiliated entities including U.S.-domiciled mutual funds and ETFs advised by Vanguard Portfolio Management, LLC (VPM), as well as the boards of Vanguard Fiduciary Trust Company and Vanguard Global Advisers, LLC in connection with their management of certain equity index and quantitative equity funds and portfolios (together with the U.S.-domiciled mutual funds and ETFs advised by VPM, the “Funds”). The adoption of this Policy is anchored in the belief that effective corporate governance practices support long-term investment returns.

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Remarks by Chair Atkins on Capital Formation and the INVEST Act

Posted by Paul Atkins, U.S. Securities and Exchange Commission, on
Wednesday, February 25, 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 afternoon, ladies and gentlemen.[1] Let me begin by thanking our hosts at the U.S. Chamber for the invitation to join today’s program—and of course, for their advocacy on behalf of American enterprise.

I am also pleased to recognize a few leaders whose efforts brought us to this occasion: Chairmen Tim Scott and French Hill, as well as Chairwoman Ann Wagner. Their work reflects the conviction that American ingenuity flourishes when capital can move more freely to meet it. After all, capital formation is the instrument through which one can elevate a good idea into a business; a business into an employer; and an employer into a source of social mobility. Capital formation, in short, is how America prospers. And by any objective measure, our markets have prospered without peer.

Indeed, the United States leads the world in both market capitalization and trading volume. Our equity markets are four-and-a-half times larger than those of the next jurisdiction. But prosperity is not self-sustaining. Each generation must earn it anew by strengthening the structures that make our markets the world standard.

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SEC Adds Flexibility to M&A, Proxy, and Tender Offer Rules with New Interpretations

Posted by Ethan Klingsberg, Michael Levitt, and Elizabeth Bieber, Freshfields Bruckhaus Deringer LLP, on
Wednesday, February 25, 2026
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Ethan Klingsberg, Michael Levitt, and Elizabeth Bieber are Partners at Freshfields Bruckhaus Deringer LLP. This post is based on a Freshfields memorandum by Mr. Klingsberg, Mr. Levitt, Ms. Bieber, and Jeremy Barr.

On January 23, 2026, the Securities and Exchange Commission’s Division of Corporation Finance (“CorpFin”) published new and revised Compliance and Disclosure Interpretations (“C&DIs”) relating to the SEC’s M&A, proxy and tender offer rules.  The SEC staff thus continued a pattern from 2025 of introducing more flexibility for public companies and their management without the Commission’s undertaking notice-and-comment rulemaking. As noted below, these interpretative changes mesh with 2026 policy shifts by the Commission, SEC Chairman Paul Atkins, and staff to alter the balance in the relationship between management and shareholders.

And the staff may be far from finished.  On a panel at the annual January Northwestern Securities Regulation Institute in January 2026, CorpFin Associate Director for Specialized Disclosure Ted Yu welcomed public company feedback on where additional interpretative flexibility or formal rule changes regarding tender offers might be beneficial.

The following summarize the nature and implications of the higher profile January 2026 CorpFin C&DIs:

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2026 Outlook for Corporate Citizenship and Philanthropy

Posted by Matteo Tonello, The Conference Board, Inc., on
Tuesday, February 24, 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 at The Conference Board.

Drawing on a recent survey of 70 corporate citizenship leaders, this report examines how companies are adjusting citizenship and philanthropy budgets, priorities, partnerships, and capabilities amid an evolving economic, policy, and reputational landscape.

Trusted Insights for What’s Ahead

  • Corporate citizenship budgets enter 2026 largely stable, although 52% of leaders said they expect to allocate more resources toward volunteering, while a significant minority anticipate reductions in cash grantmaking and sponsorships.
  • Many companies are preparing for greater discipline around allocation and timing of citizenship grants and expenditures, as the new US 1% charitable deduction floor reinforces tighter portfolio management and more deliberate pacing of cash grants.
  • Thematic priorities are narrowing toward broadly shared, economically grounded needs— notably food security, affordability, housing, and digital inclusion—while issues carrying higher political or reputational exposure show the steepest pullbacks.
  • Nonprofit fragility is emerging as a material execution risk: only 15% of leaders described partners as very or somewhat stable, with most attributing fragility to federal funding cuts.
  • Delivering impact in 2026 is constrained by both internal and external pressures, as sustained expectations to demonstrate business value coincide with uncertainty around nonprofit capacity, political polarization, and media scrutiny.
  • AI adoption within citizenship teams remains early stage and exploratory (55% of respondents), with key priorities for 2026 focused on staff literacy, reporting and analysis automation, and building foundational readiness before extending AI into higher-impact or outward-facing applications.

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Delaware Supreme Court Reverses Invalidation Of Stockholder Agreement, Finding Belated Facial Challenge Was Barred by Laches

Posted by Mallory Tosch Hoggatt, Jeff Hoschander, and Alan Goudiss, A&O Shearman, on
Tuesday, February 24, 2026
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Mallory Tosch Hoggatt, Jeff Hoschander, and Alan Goudiss are Partners at A&O Shearman. This post is based on their A&O Shearman memorandum and is part of the Delaware law series; links to other posts in the series are available here.

On January 20, 2026, in an opinion authored by Justice Gary F. Traynor, the Delaware Supreme Court reversed a decision by the Delaware Court of Chancery that had invalidated certain provisions in a stockholder agreement between a financial institution (the “Company”) and its founder and controlling stockholder.  Moelis & Co. v. West Palm Beach Firefighters Pension Fund, No. 340, 2024 (Del. Jan. 20, 2026).  The Court held that plaintiff’s facial challenge to the validity of the stockholder agreement was barred by the equitable doctrine of laches because plaintiff filed the lawsuit nine years after the parties entered into the agreement.

As discussed in our prior post, Vice Chancellor J. Travis Laster had issued a decision invalidating a number of provisions of the stockholder agreement, including a series of rights afforded to the controlling stockholder, finding that the stockholder agreement impermissibly delegated to the controller authority over governance activities that, under the Delaware General Corporation Law (“DGCL”), were exclusively reserved for the board.  In so holding, the Court of Chancery concluded that the challenged provisions violated DGCL Section 141(a) and were therefore void.  In a separate opinion, the Court of Chancery had also rejected defendants’ assertions that plaintiff’s challenge was time-barred, holding that equitable defenses are not available to defeat claims of statutory invalidity, and, in the alternative, that because plaintiff challenged an ongoing statutory violation, plaintiff’s claim continued to accrue so long as the agreement was in effect.  See W. Palm Beach Firefighters Pension Fund v. Moelis & Co., 2024 WL 550750 (Del. Ch. Feb. 12, 2024).

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Comment Letter on Nasdaq’s Proposed Additional Initial Listing Criteria for Companies Primarily Operating in China

Posted by Emmanuel Tamrat, Council of Institutional Investors, on
Monday, February 23, 2026
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Emmanuel Tamrat is the Senior Research Analyst at the Council of Institutional Investors. This post is based on his CII letter to the SEC.

I write on behalf of the Council of Institutional Investors (CII), a nonprofit, nonpartisan association of U.S. public, corporate and union employee benefit funds, other employee benefit plans, state and local entities charged with investing public assets, and foundations and endowments with combined assets under management of approximately $5.2 trillion. Our member funds include major long-term shareowners with a duty to protect the retirement savings of millions of workers and their families, including public pension funds with more than fifteen million participants – true “Main Street” investors through their pension funds. Our associate members include non-U.S. asset owners with about $5.8 trillion in assets, and a range of asset managers with more than $74 trillion in assets under management.[1]

CII values the opportunity to respond to the SEC’s notice dated December 23, 2025, that it is instituting proceedings on whether to approve or disapprove Nasdaq’s proposed rule regarding the adoption of additional initial listing criteria for companies primarily operating in China.[2] Nasdaq submitted this proposal dated September 3, 2025, in which it seeks a minimum $25 million in proceeds from newly listed companies, along with two other changes concerning Chinese companies, for review by the Securities and Exchange Commission (SEC).

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Recent Developments for Directors

Posted by Julia Thompson, Keith Halverstam, and Jenna Cooper, Latham & Watkins LLP, on
Monday, February 23, 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.

Boards and Committees Sharpen Focus on AI Oversight

AI has become a regular boardroom topic as its applications proliferate and its evolving capabilities pervade daily life. Boards are formalizing AI oversight and signaling that AI is integral to long-term strategy. Nearly half of Fortune 100 company boards have delegated AI oversight to a specific committee, such as the audit or governance committee. Committee responsibilities for AI oversight include the review of AI strategy, deployment, and risks. Boards face a fundamental question of who will own AI governance and the risks and opportunities it poses for the enterprise. Boards are tasking specific directors with oversight of AI-related matters and adding directors with AI expertise to facilitate board-level monitoring and oversight. READ MORE »

Artificial Intelligence in the Boardroom

Posted by Beena Ammanath, Deloitte, on
Sunday, February 22, 2026
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Beena Ammanath is an Executive Director at Deloitte. This post is based on her Deloitte memorandum.

Artificial intelligence (AI) types and applications are proliferating across industries, from machine learning and Generative AI to agentic systems and physical AI. While the use cases have grown, so, too, have the risks AI creates. For boards, the AI era has exposed new challenges in governance and risk management. Most boards (72%) report having one or more committees responsible for risk oversight, and more than 80% have one or more risk management experts, according to a Deloitte survey. For all the attention and investment in managing other kinds of business risk, AI demands the same treatment.

AI security risks can compromise sensitive data, biased outputs can raise compliance problems, and irresponsible deployment of AI systems can have crosscutting ramifications for the enterprise, consumers, and society at large. Given the impact, boards can serve a vital role in helping the organization address AI risks.

Here are five things board members can do to prepare for the future with AI.

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Succession Planning in Private Equity: A Strategic Imperative for GPs and LPs

Posted by Emily Taylor, Heather Hammond, and Courtney Byrne, Russell Reynolds Associates, on
Saturday, February 21, 2026
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Emily Taylor and Heather Hammond are Consultants, and Courtney Byrne is an Associate at Russell Reynolds Associates. This post is based on their Russell Reynolds memorandum.

Private equity (PE) has expanded to an unprecedented scale, with industry assets under management exceeding $15.5 trillion and global buyout firms holding $1.2 trillion in dry powder.[1] Yet despite this growth, complexity, and institutional scrutiny, leadership models have remained largely unchanged, and general partner (GP) turnover remains exceptionally low.

Academic research indicates that only around 6% of GP leaders transition over a five-year period, vs. turnover rates above 50% over comparable horizons for public company CEOs.[2] What was once viewed as a marker of stability is increasingly revealing a different risk: the concentration of authority, economics, and client relationships in a small number of people, amplifying key-person risk.

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