Yearly Archives: 2026

The Enduring Value Of Holding Ourselves To Our Enduring Values: A Reflection Honoring The OECD’s Guidelines For Multinational Enterprises On Responsible Business Conduct

Posted by Leo E. Strine, Jr. (University of Pennsylvania Carey Law School), on
Wednesday, July 22, 2026
, , , , ,
More from:

Leo E. Strine, Jr. is the Michael L. Wachter Distinguished Fellow in Law and Policy at the University of Pennsylvania Carey Law School and the former Chief Justice and Chancellor of the State of Delaware. This post is based on his recent paper.

This year marks the 50th anniversary of the OECD’s Guidelines For Multinational Corporations For Responsible Business Conduct, a set of principles to which the United States, the other OECD nations, and additional signatories totaling 52 nations comprising nearly two-thirds of the world’s economic activity and the bulk of market-based, democratic nations, adhere.  In this condensed set of remarks, the longer version of which can be found here, I was honored to help set the stage for a discussion of the importance of and ways to strengthen the Guidelines among leading representatives of business, labor, and governmental stakeholders.

We gather at a time when the citizens of OECD nations have reason to be cynical about whether political and business leaders can be trusted.

Facing incontrovertible evidence that human-caused climate change is accelerating and poses enormous economic and human harm, business leaders have abandoned commitments to help arrest warming before it is too late.  Knowing that artificial intelligence poses great dangers, the AI industry has pivoted from recognizing that legal regulation is necessary to advocating a “just trust us” approach, spending enormous sums to influence the political process against responsible regulation, and seismically expanding their use of climate-harming energy.

READ MORE »

Are AI Legal Chats by Non-Lawyer Officers and Directors Discoverable?

Posted by Gail Weinstein, Philip Richter, and Steven Epstein, Fried, Frank, Harris, Shriver & Jacobson LLP, on
Wednesday, July 22, 2026
, , , , , , , , , ,
More from: , , , , , ,

Gail Weinstein is a Senior Counsel, Philip Richter is a Partner and a Co-Head of the M&A and Private Equity Practice, 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 Colum J. Weiden, and is part of the Delaware Law Series; links to other posts in the series are available here.

One might expect the response to be uncomplicated—say, that such conversations would not be protected from discovery, under either the attorney-client privilege or the attorney work product doctrine, because AI is not an attorney. But courts are just beginning to grapple with this question, and the answers have been varied:

  • In U.S. v. Heppner (S.D.N.Y. Feb. 17, 2026), a federal district court in New York held that a criminal defendant’s exchanges with a consumer version of Claude, which were not directed by his lawyer, were discoverable.
  • And, in Fortis Advisors v. Krafton (Del. Ct. Ch. Mar. 19, 2026), the Delaware Court of Chancery considered as evidence a CEO’s ChatGPT exchanges that provided a legal strategy for the company to avoid having to pay an earnout obligation.
  • However, in Warner v. Gilbarco Inc. (E.D. Mich. Feb. 10, 2026), a federal district court in Michigan held that a pro se litigant’s use of AI was work product, and so was protected from discovery, because it was used in anticipation of litigation and in a manner not likely to get into an adversary’s hands.

READ MORE »

Governance Proposals Dominate the 2026 Proxy Season

Posted by Subodh Mishra, ISS STOXX, on
Tuesday, July 21, 2026
, , , , , , , ,
More from: , , ,

Subodh Mishra is the Global Head of Communications at ISS STOXX. This post is based on an ISS-Corporate memorandum by Henry Mbom, Vice President, Compensation and Governance Advisory; and Toby Huang, Senior Associate, Data Analytics, at ISS-Corporate.

As the 2026 U.S. proxy season draws to a close, both the volume of shareholder proposals brought to a vote and the level of investor support they received show a dramatic change from previous years in the shareholder proposal landscape.

Early in 2025, the SEC issued Staff Legal Bulletin No. 14M (SLB 14M), revising shareholder proposal framework and providing issuers greater flexibility to obtain no-action relief. This change had a significant impact during the 2025 proxy season, greatly increasing the number of proposals being omitted from the ballot. The shareholder proposal landscape was further upended ahead of the 2026 proxy season, with the SEC’s Division of Corporate Finance retreating from its traditional role as an arbitrator of shareholder proposals, declining to review or express views on most requests for shareholder proposal exclusions.

READ MORE »

Disclosure Schedules are a Waste of Money

Posted by Melissa Sawyer, on
Tuesday, July 21, 2026
, , , , ,
More from:

Melissa Sawyer is Global Co-Head of M&A at Sullivan & Cromwell LLP.

This article is the sequel to the author’s previous article entitled Merger Agreements are Too Long.

In public company M&A deals, the target’s disclosure schedules typically consist of lists of facts about the target and its businesses.  Most of the listed items are either exceptions to detailed representations and warranties (the “reps”) or information specifically required by the reps to be listed out.  For example, disclosure schedules might include lists of all of the target’s registered trademarks or descriptions of all of the target’s pending litigation matters.  The resulting schedules can be hundreds of pages long and add little value from a risk allocation perspective for either buyers or targets.  Dealmakers should eliminate this burdensome “tree-killer” from the public company M&A playbook.

READ MORE »

International Sustainability Reporting – Divergence and Equivalence

Posted by John Young, Ulysses Smith, and Alfie Scott, Debevoise & Plimpton LLP, on
Monday, July 20, 2026
, , , ,
More from: , , ,

John Young is a Counsel, Ulysses Smith is an ESG Senior Advisor, and Alfie Scott is an Associate at Debevoise & Plimpton LLP. This post is based on their Debevoise memorandum.

Since the first application of the EU Corporate Sustainability Reporting Directive (“CSRD”) to companies in 2024, two projects have been underway to produce detailed sustainability reporting standards: (i) the EU’s Sustainability Reporting Standards, with separate standards for EU companies (the “ESRS”) and groups with non-EU parents (the “N-ESRS”) reporting under CSRD and (ii) the International Sustainability Standards Board’s (“ISSB”) standards published by the International Financial Reporting Standards (IFRS) Foundation. As states around the world adopt sustainability reporting standards by reference to the ISSB standards, either by directly adopting those standards or by producing local standards derived from ISSB, world-wide groups will produce sustainability reports by reference to more than one set of standards.[1]

States and regulators now have the opportunity to address the divergence that has developed internationally. In this In Depth, we discuss the challenges raised by different sustainability standards around the world and the steps that states and authorities are taking to develop an equivalence or passporting system.

READ MORE »

What Sustainability Disclosures Actually Disclose

Posted by Hajin Kim (University of Chicago Law School), on
Monday, July 20, 2026
, , , , , , , , , , ,
More from: , , , ,

Hajin Kim is an Assistant Professor of Law at the University of Chicago Law School. This post is based on a recent working paper by Prof. Kim; Ningzi Li, an Adjunct Assistant Professor of Organizations and Strategy at the University of Chicago; Ronen Feldman, a Professor of Data Science at Hebrew University; Yun Liu, a Master’s student in Computer Science at the University of Chicago; and Yuval Feldman, the Mori Lazarof Professor of Legal Research at Bar-Ilan University.

Society has invested heavily in voluntary corporate sustainability reporting. In theory, these disclosures do real work: they could help civil-society groups, analysts, and other stakeholders hold firms accountable for externalities that regulation leaves untouched, and they could help markets price risks that financial statements miss. In practice, critics dismiss the reports as mere marketing. They are often unassured and therefore not credible, not comparable across firms or over time, vague rather than verifiable, and cherry-picked to shield bad news.

An entire industry has grown up around fixing these disclosures. Nonprofits and shareholders press companies to say more. Standard-setters have built an alphabet soup of voluntary frameworks, including GRI, SASB, TCFD, CDP, and SBTi. Firms increasingly pay for external assurance, and newer mandatory regimes often piggyback on the voluntary frameworks. But this entire enterprise has proceeded without basic facts about what the reports actually contain, or whether the frameworks firms adopt track better disclosure. The reason is simple: reading thousands of heterogeneous PDFs at scale has been prohibitively expensive.

READ MORE »

Chancery Finds Potential Liability for Blocking Company Financings Despite Contractual Veto Rights

Posted by Gail Weinstein, Philip Richter, and Steven Epstein, Fried, Frank, Harris, Shriver & Jacobson LLP, on
Monday, July 20, 2026
, , , , ,
More from: , , , , , ,

Gail Weinstein is a Senior Counsel, Philip Richter is a Partner and a Co-Head of the M&A and Private Equity Practice, 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 Colum J. Weiden, and is part of the Delaware Law Series; links to other posts in the series are available here.

In Zync v. Porsche et al (May 29, 2026), the Delaware Court of Chancery, at the pleading stage of litigation, declined to dismiss claims against Porsche, a 5% stockholder in  Zync, Inc. (the “Company”), and Porsche’s designee on the Company’s board of directors (the “Porsche Director”), relating to their blocking the Company’s critically needed financings, although Porsche had a contractual veto right over the financings. Allegedly, Porsche’s Director, whose approval was required for the financings, refused to act without Porsche’s prior approval; Porsche delayed providing, or refused to provide, approval for the financings; and, as a result, the Company was unable to secure funding and had to shut down.

READ MORE »

The SEC’s Registered Offering Reform Proposal: Expanding Access to Public Capital Markets

Posted by Adam Johnson and Drew Valentine, White & Case LLP, on
Sunday, July 19, 2026
, , , , ,
More from: , ,

Adam Johnson and Drew Valentine are Partners at White & Case LLP. This post is based on their White & Case memorandum.

Over the coming months, the SEC’s proposal to overhaul the registered offering framework could be another important piece of the SEC’s agenda to simplify its public offering requirements and to encourage more companies to access the capital markets. The proposal, which was voted for unanimously by the SEC on May 19, 2026 (the “Proposal,” Release No. 33-11418, File No. S7-2026-17), could be the most significant overhaul of the registered offering framework in more than two decades and seeks to provide many public companies with a more efficient and cost-effective path to raise capital in the public markets than is currently available, and rests on the theory that an issuer’s timely and current SEC reporting is more important to ensuring that adequate disclosure is made than the issuer’s public float or length of reporting history.

READ MORE »

Comment Letter on the SEC’s Proposal to Replace Quarterly Reporting with Semiannual Reporting

Posted by Donald A. Zakrowski, Eli Lilly and Co., on
Saturday, July 18, 2026
, , , ,
More from: ,

Donald A. Zakrowski is Senior Vice President, Finance, and Chief Accounting Officer at Eli Lilly & Co. This post is based on his SEC comment letter.

Eli Lilly and Company (“Lilly”) appreciates the opportunity to submit comments in response to the Securities and Exchange Commission’s (the “Commission”) proposed rule on Semiannual Reporting, released on May 5, 2026. Lilly is engaged in the discovery, development, manufacturing, marketing, and sales of pharmaceutical products worldwide. Founded in 1876 and listed on the New York Stock Exchange for over 70 years, Lilly has a long history of commitment to transparent and timely disclosure to its shareholders and the investing public. We commend the Commission for its thoughtful initiative to modernize the financial reporting landscape for Exchange Act reporting companies.

READ MORE »

Statement by Chair Atkins on Regulation E-Delivery

Posted by Paul Atkins, U.S. Securities and Exchange Commission, on
Friday, July 17, 2026
, , , , , , , , , ,
More from: ,

Paul S. Atkins is the Chairman of the U.S. Securities and Exchange Commission. This post is based on his recent statement. 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.

Today, the Commission took an important step toward allowing the financial services industry to harness technology for the benefit of everyday American investors. By proposing to permit electronic delivery (e-delivery) to become the default method for issuers, market intermediaries, and others to communicate with investors, we are taking another stride toward a regulatory framework suitable for the modern era, a key pillar of my agenda.

READ MORE »

Page 7 of 46
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 … 46