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.

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Few would expect even the most contentious and high-stakes activist-company disputes to end in something close to a handshake. Yet that is increasingly part of the story. Informal settlements now appear with enough regularity—and in sufficiently high-profile engagements—to make the paradox hard to ignore, even when a proxy contest intervenes along the way.

As used here, an informal activist settlement is a privately negotiated resolution of a disagreement between a company and an activist investor over strategy, governance, capital allocation, leadership, strategic alternatives, or other corporate matters. Unlike a formal settlement, it need not be embodied in a publicly disclosed written agreement. Instead, the outcome may be reflected in press releases and public filings announcing board appointments, related commitments, and statements of support from the activist.

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The fatal shooting of UnitedHealthcare CEO Brian Thompson in December 2024 brought renewed attention to executive security programs and prompted widespread discussions among boards and compensation committees regarding whether to introduce or enhance security protections for senior executives. While the incident intensified these discussions, proxy disclosures suggest that the upward trend in CEO personal security perquisites was already underway and has continued at a similar pace.

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Executive Summary

The Environmental, Social, and Governance (“ESG”) framework, once a dominant feature across corporate governance and sustainable finance, has declined in prominence, retreating from both corporate disclosures and investor focus. This report quantifies that retreat through two lenses: (1) the elimination and re-branding of ESG terminology in S&P 500 and Fortune 1000 DEF 14A proxy and Form 10-K filings, and (2) the sustained capital exodus from ESG-designated mutual funds and ETFs. Together, these illuminate the impact of recent regulatory, political, and market developments on the ESG framework, indicating that the tides are turning against ESG narratives as well as ESG investment.

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Activist shareholders play a central role in moderns corporations. Such blockholders range from investors who actively jawbone or break up firms, to index funds that are largely passive in that they limit themselves to voting. Crucially, in between is a group of hedge funds that have embraced activism as a business strategy in the last decades. Campaigns involving these highly strategic and trading-intensive blockholders have become ubiquitous, often featuring a “lead investor” supported by group of “follower funds”, all with stakes that, individually, are not enough to control targets. This phenomenon—termed “wolf pack activism”—has received considerable attention by practitioners, policymakers and academics, both due to its importance and its rather secretive nature. In fact, while the current regulation in the U.S. permits some degree of communication among blockholders, there are substantial costs for activists who are perceived as acting as a formal group. A fundamental question then arises, one that goes beyond hedge funds: how do leader blockholders gear up to intervene in firms in settings when (i) other investors think alike and can be influenced, but (ii) explicit agreements are not possible?

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In brief

On April 16, 2026, the US Securities and Exchange Commission’s (SEC) Division of Corporation Finance, Office of Mergers and Acquisitions issued an exemptive order that establishes a new framework for certain qualifying equity tender offers to remain open for a minimum of 10 business days, instead of the 20-business-day minimum generally required under Exchange Act Rules 13e-4(f)(1)(i) and 14e-1(a). The relief is designed to address market inefficiencies, reflect technological developments and reduce exposure to market fluctuations, while remaining consistent with investor protection goals. The order applies to (i) certain negotiated, all-cash third‑party tender offers for US reporting companies, (ii) certain issuer self-tender offers by reporting companies, and (iii) certain issuer (or wholly owned subsidiary) tender offers by nonreporting companies (i.e., private companies which are not required to file reports under Exchange Act Section 15(d)).

For public company M&A practitioners and parties, the primary impact will be on so‑called two-step mergers in which the first step is a tender offer that otherwise qualifies under the order for the abbreviated initial minimum offer period and immediately precedes a second-step, back-end merger, allowing such mergers the opportunity to close faster than existing SEC rules permit.

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Today, the Commission proposed amendments to provide public companies with the option of filing one semiannual report, on a new Form 10-S, in lieu of three quarterly reports on Form 10-Q.[1] This proposal is part of my Make IPOs Great Again agenda that is aimed at incentivizing companies to go and stay public.

Public companies have an obligation under the federal securities laws to provide information that is material to investors. Yet, the rigidity of the SEC’s rules has prevented companies and their investors from determining for themselves the interim reporting frequency that best serves their business needs and investors. Today’s proposed amendments, if ultimately adopted, would provide companies with increased regulatory flexibility in this regard.

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Quarterly reporting has its roots in post-World War II industrial recovery.[1] But is there any particular magic to quarterly reporting? Why not monthly? Or weekly? Or real-time reporting? Modern technology makes faster and more frequent reporting possible, but that does not necessarily mean it is better. On the other hand, should the Commission continue to mandate a quarterly reporting cycle at all? If investors are unsatisfied with the cycle of corporate financial reporting, they will attach higher risk to that company and raise the cost of capital.

Today, the Commission proposes changes to our reporting framework to give companies more options in fulfilling their reporting obligations. A framework built nearly 75 years ago, when public companies tended to be in manufacturing and the roles of institutional investors and asset managers in the markets were different, should not be presumed to serve all companies optimally in 2026. This proposal would permit companies that go—and remain—public to be subject to a more flexible SEC reporting framework. Specifically, the Commission proposes to allow companies to meet their Exchange Act interim reporting obligations[2] by filing semiannual reports on new Form 10-S, rather than quarterly reports on Form 10-Q. The Commission is also proposing corresponding amendments to Regulation S-X to facilitate this change.

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The SEC Division of Corporation Finance is conducting a comprehensive review of Regulation S-K, and Chairman Paul Atkins has indicated that the current disclosure regime elicits significant volumes of immaterial information. As such, it appears the agency will seriously consider revisions to reduce disclosure requirements.

However, paring back Regulation S-K disclosures would harm a critically valuable disclosure ecosystem that provides investors with information on emerging risks and helps investors assess their portfolio companies and engage in stewardship in alignment with their fiduciary duties. Shareholder proposals and Regulation S-K disclosures work together in this ecosystem of disclosures. Shareholder engagement often leads to voluntary reporting, which, in turn, informs and ultimately expands Regulation S-K disclosures.

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On April 7, 2026, the SEC Division of Enforcement published its annual enforcement results for the 2025 fiscal year (October 2024 through September 2025). The Division reported 456 total enforcement actions, the lowest number in at least 20 years, including 303 “stand-alone” actions; 69 “follow-on” administrative proceedings arising from other civil, criminal, or administrative events; and 84 actions against delinquent filers. The SEC also reported approximately $17.9 billion in monetary relief.

These results were published several months later than is typically expected. The following day, the SEC announced that David Woodcock, a law firm partner and former Director of the SEC’s Fort Worth Regional Office from 2011 to 2015, will be appointed Director of Enforcement, effective May 4, 2026. Woodcock is a well-known and widely respected attorney with experience in both government and private practice.

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Our view

• Employee share ownership can create long-term value for companies, shareholders, employees and society.
• Plans work best when they are offered broadly across the workforce, transparent in design, and complementary to wages.

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In YWCA of Rochester and Monroe Cty. v. Hatteras Funds (Mar. 27, 2026), the Delaware Court of Chancery, at the pleading stage of litigation, found that an investment manager (serving as a general partner of the master fund of a group of closed-end, registered investment funds), its controller, and its directors may have breached their fiduciary duties in connection with the sale of all of the assets of the master fund, aided and abetted by the buyer. The limited partnership agreement provided that the directors had the same duties as directors of a Delaware corporation. Four of the five directors were purportedly independent directors.

The court held that the plaintiff’s allegations supported a reasonable inference that the defendants breached their fiduciary duties when: (i) to solve liquidity issues, they approved the asset sale, in which the master fund’s diversified portfolio of investments was exchanged for illiquid securities of a problematic buyer, in violation of the fund’s diversification policy; (ii) after the asset sale, and without informing the limited partners, they failed to pursue a dissolution plan they had contemplated as a second-step to the asset sale; and (iii) after the asset sale, they continued to pay the investment manager the same 1% management fee although it then managed only a single asset (and, moreover, allegedly did little or nothing to manage that asset). Also, the court held that the buyer may have aided and abetted the breaches of fiduciary duties by the investment manager and its controller, as the buyer, allegedly, committed that it would financially support their efforts to create new funds, which created a conflict of interest for them.

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In boardrooms, technology has shifted from a specialist topic to a shaper of strategy, risk, capital allocation and competitiveness. However, leaders who have run enterprise technology functions remain a minority in most boardrooms.

As boards enhance governing AI adoption, cyber resilience, and digital operating models, the demand for directors with tech expertise is increasing. The good news is that there is a large population of untapped technology leadership talent for boards to consider. Russell Reynolds Associates’ recent analysis of 398 public company boards across major indices and regions found that, while nearly half include at least one director with senior technology officer experience, only a small share of chief information officers (CIOs) and chief technology officers (CTOs) from these indices currently hold board seats.

The question now becomes: what skills do senior technology officers with board aspirations need to develop?

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The primary focus of the contemporary study of corporate governance is minimizing agency costs. Standard models assume that the principal—a firm’s shareholders—all seek to maximize risk-adjusted returns and thus uniformly wish their agent—the firm’s managers—to maximize share value. In reality, many equity investors, at least if fully informed, would be willing to sacrifice a portion of their returns to advance one or more socially-oriented objectives, particularly given our worsening social and environmental problems and waning faith in government’s ability to cure them.

In a new paper, we apply the teachings of corporate governance and financial economics to answer two questions, one positive and one normative: (1) given existing law, are these willing-to-sacrifice equity investors actually affecting firm behavior; and (2) should there be legal reform that makes firms more sensitive to these investors’ preferences?

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CEO age has risen sharply over the past several decades. In a recent NBER working paper, we document this striking trend, examine associated trends in career profiles and discuss potential explanations. The evidence suggests that changes in demographics, education, or tenure cannot by themselves account for the age increase. What can? Our results point to firms placing more value on diversified managerial experience in response to operating environments that have become increasingly uncertain and complex. We also establish that prospective CEOs broaden their skill portfolios as demand for generalist skills rises.

These results point to an important trade-off boards face: while older CEOs tend to run firms that are slower-growing and less innovative, their more risk-averse management style can also help navigate difficult market environments.

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Good morning, ladies and gentlemen, and thank you all for being present with us today. Because of conflicting official commitments, I am on the other side of town. Unfortunately, I do not have the gift of omnipresence. But, thanks to video technology, I can at least be with you to share some thoughts. If I could do so, I would be present to talk to you all in person.

Before I go further, I should also like to add 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.

Today, the Committee will turn its focus to a challenge that I consider among the most consequential before us: how to encourage more companies—especially small and burgeoning businesses—to go public.

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Good morning, and thank you all for attending today’s meeting. Before diving into the topic du jour I would like to take a moment to commend this Committee on its recently approved recommendation on finders, which builds on past Committee work.[1] In particular, I appreciate the recommendation’s principles-based approach. High-level ideas can be more effective at informing commission thinking as we work through the minutiae of potential new rules. Your in-the-weeds discussions of recommendations are, however, very helpful. Over the weekend, I went back and watched the Committee’s most recent discussion on finders. What stood out is the recognition that a broker-dealer framework is inapt for small raises in which a community member is making introductions. This activity is distinct from broker-dealer activity.

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Good afternoon, ladies and gentlemen. Thank you, Kathleen, for your kind comments. And special thanks to you and your colleagues in the Office of International Affairs for organizing what has become one of our most anticipated events of the year.

As always, I must begin with 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.

But today, I must also note a stroke of serendipity. Thirty-five years ago to the day, a group of securities regulators from around the globe assembled here at the SEC for our inaugural Institute. You may know that my tenure as Chairman is actually my third term of employment at the SEC. So I know something about that first Institute in 1991 because, as an advisor to then-Chairman Richard Breeden, I had the privilege of helping to organize it. In fact, we had no budget back in those days, so it fell on me to buy and bring big urns of coffee for the delegates! So, one could say that I am a personal investor in the International Institute.

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