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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Victoria Sidoti
Weekly Roundup: October 9-15, 2026
Cybersecurity Risk Oversight in the Age of AI Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Friday, October 9, 2026 Tags: AI, AI oversight, Artificial intelligence, Cybersecurity Q3 2026 Review of Shareholder Activism Posted by Josh Jacobs, Jim Rossman, and Abraham Axler. Barclays, on Saturday, October 10, 2026 Tags: Activism, APAC, Corporate governance, […]
Click here to read the complete postM&A, Activism and Corporate Governance
Mergers & Acquisitions Why Divisive Mergers Are Gaining Popularity and How They Can Be Structured to Mitigate Risk Although spin-offs and asset sales are the traditional means of separating business lines, divisive mergers provide an attractive option for companies looking to achieve contractual continuity and a clean separation of assets and liabilities. A divisive merger […]
Click here to read the complete postThe CEO Decision: How PE Investors Select and Reassess Leaders from Entry to Exit
For much of the past decade, private equity (PE) performance has benefited from favorable market conditions. Cheap financing, easy multiple expansion and relatively short hold periods meant that even subpar execution could produce attractive returns. These conditions peaked in 2021 and early 2022, when abundant capital, intense competition for assets and supportive financing markets drove […]
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Posted in Practitioner Publications
Tagged Board of Directors, CEOs, investors, Private equity
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FDA and SEC Open a New Information-Sharing Channel: Implications for Public Life Sciences Companies
Key Takeaways: The U.S. Food and Drug Administration and Securities and Exchange Commission recently announced a new three-year Memorandum of Understanding (“MOU”) establishing a formal framework for the agencies to exchange nonpublic information concerning FDA-regulated products, activities and companies. For pharmaceutical, biotechnology and medical-device companies that are publicly traded or otherwise are SEC-reporting companies, the […]
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Posted in Practitioner Publications
Tagged FDA, MOU, SEC, U.S. Food and Drug Administration
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The Risks of Designated Directorships—Current Guidance for Directors and Those Who Appoint Them
Significant stockholders of Delaware corporations may negotiate for the right to designate one or more directors of their choosing to the board. While such a designation right may be extremely valuable, several recent Delaware Chancery Court opinions highlight the risks of personal liability for the designated directors and the stockholders who appoint them. This Legal […]
Click here to read the complete postForced CEO Departures
This report examines forced CEO departures in the Russell 3000 and S&P 500 from 2024 through August 2026, focusing on differences by index, business sector, company size, and the circumstances driving board-initiated leadership changes. Trusted Insights for What’s Ahead® Roughly 1 in 7 CEO succession cases were forced in both 2024 and 2025. The Russell […]
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Posted in Practitioner Publications
Tagged Board of Directors, CEOs, Russell 3000, S&P 500
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Statement by Commissioner Uyeda on Proposing Rescission of Rule 14a-8 and Proxy Solicitation Modernization
Today, the Commission proposes to rescind Rule 14a-8, which leaves determination about whether a shareholder proposal may be properly placed on a proxy statement to the states, companies, and shareholders. The Commission also proposes to amend Rule 14a-4 to expand the circumstances under which a company may exercise discretionary voting authority on certain proposals. Lastly, […]
Click here to read the complete postThe Red State AG Attack on ESG Continues to Misfire
On August 24, sixteen Republican state attorneys general (AGs) sent a 38-page letter to the chief executives of Deloitte, EY, KPMG and PwC, copying the SEC’s Chairman and its Director of Enforcement. The AGs allege that the firms compromised their professional independence by publicly supporting climate-related disclosure, and end with thirty-eight demands for documents. We […]
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Posted in Academic Research
Tagged Climate Disclosure, ESG, Securities regulation, State Attorneys General
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The State of U.S. Executive Pay Today
The basic objectives of executive pay have been the same since the rise of large corporations in the late 19th century. Shareholders want to give managers strong incentives to increase shareholder value while retaining key talent and limiting shareholder cost. Today, it’s widely accepted that these three objectives can be achieved by managing two dimensions of executive pay: the percent of pay at risk and […]
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