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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
A Guide to the Big Three’s Proxy Voting Policies & Guidance on Key ESG Issues
Introduction to the Big Three and ESG Guide The “Big Three” institutional investors, BlackRock, State Street Investment Management and Vanguard, recently released 2026 proxy voting policies and related guidance applicable to US companies. Companies are well-advised to review these policies and guidance in planning for engagement with the Big Three throughout the year and during […]
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Posted in Practitioner Publications
Tagged Big Three, ESG, ESG disclosures, Proxy voting, shareholder engagement
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The Deepening DEI Dilemma
In recent years, U.S. public companies have faced increasing pressure to reconsider their Diversity, Equity, and Inclusion (DEI) policies and initiatives. Under both the first and second Trump administrations, there has been a marked backlash against the historical push for more representation and inclusion in boardrooms, C-suites, and workplaces. Politically motivated activists have also been […]
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Posted in Practitioner Publications
Tagged Activist, Anti-DEI, board diversity, dei, discrimination
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Financial Institutions M&A Key Trends and Outlook
I. Regulatory Environment Set Stage for Resurgent M&A Activity in 2025 with Bright Outlook for 2026 2025 began with a sense of optimism for a return to a more normalized regulatory environment which — coupled with a continued favorable economic environment — would lay the groundwork for more robust M&A activity for financial institutions. Consistent […]
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Posted in Practitioner Publications
Tagged Antitrust, Banking, banking M&A, banking regulation, Financial institutions, M&A, Regulatory
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Weekly Roundup: April 17-23, 2026
Statement by Commissioner Peirce on the Costs, Risks, and Privacy Concerns of the Consolidated Audit Trail Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on Friday, April 17, 2026 Tags: CAT, Consolidated Audit Trail, SEC Statement in Connection with ISS Filing Lawsuit Challenging Indiana Statute, House Bill 1273 Posted by Subodh Mishra, ISS […]
Click here to read the complete postDelaware Supreme Court Rejects Bright Line Rules in Section 220 Books and Records Proceedings
Last week, the Delaware Supreme Court held 3-2 that the Court of Chancery did not err by considering post-demand evidence and anonymous sources when determining whether a stockholder demonstrated a “credible basis” to suspect wrongdoing under Section 220 of the Delaware General Corporation Law. “The general rule is that when a stockholder seeks relief under § […]
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Posted in Delaware Law Series, Practitioner Publications
Tagged delaware, DGCL Section 220, Paramount, post-demand evidence, stockholders
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Early Filers: CEO Compensation Up; Bonus Payout at Target
CAP reviewed chief executive officer (CEO) pay levels among 50 companies with fiscal years ending between August and October 2025 (defined as the Early Filers). 2025 financial performance was generally flat to up, which resulted in median bonus payouts of around target. Total compensation for the CEO was up +8% due to an increase in […]
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Posted in Practitioner Publications
Tagged CEO Pay, Executive Compensation
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Speech by Chair Atkins on Reducing Regulatory Burdens and Promoting Market-Driven Capital Formation
Good morning, ladies and gentlemen. David, thank you for your warm words of introduction and for the invitation to join you here at the Economic Club of Washington. Like much of the Club’s membership, your career has been animated by a sense of great civic purpose. And you are no stranger as to how regulatory […]
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Posted in Practitioner Publications
Tagged Capital markets, Financial regulation, Regulatory, Regulatory reform, SEC, securities law
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Early Look: Executive Security Perks on the Rise
Nearly a year and a half has passed since the death of Brian Thompson, the former chief executive officer (CEO) of UnitedHealthcare. In the aftermath, boards and management teams have taken a closer look at personal security risks facing senior leaders, particularly as executive visibility continues to rise. These risks have prompted companies to adopt […]
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Posted in Practitioner Publications
Tagged executive security, S&P 500, security perks, security risks, security spending
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The Proof is in the Proxy: Connecting Governance to Returns
Our research shows a link between governance and stock returns. Investors have long suspected that companies with poor corporate governance may be more prone to mismanagement and weak returns. Our research suggests they’re right. Specifically, our proxy voting study shows a connection between governance and return. We think proxy voting is one of the best […]
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Posted in Practitioner Publications
Tagged Corporate governance, Engagement, investors, Proxy voting, Stock returns
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What Do Investors Learn in Private Meetings? Evidence from 4,700 Encounters with Portfolio Firms
Private meetings between institutional investors and the boards and management of their portfolio firms have grown substantially worldwide as investors comply with stewardship codes and engage in active ownership. At the same time, these meetings are frequently undisclosed, raising concerns about fair disclosure and insider trading. While prior research has studied investor engagement through the […]
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Posted in Academic Research
Tagged Activism, AI, Corporate governance, Institutional Investors
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