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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
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- Jason M. Halper William P. Mills
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- Philip Richter
- Elina Tetelbaum
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Author Archives: Victoria Sidoti
5 Strategies to Strengthen Corporate Governance
1. Update Your Disclosure Playbook Major investors are increasingly using AI to decide how to vote proxies, and JPMorgan’s industry-first decision to replace its external proxy advisors with an in-house AI tool signals that the trend is accelerating. Coupled with the SEC’s renewed focus on materiality and streamlined disclosure under Regulation S-K, this new environment […]
Click here to read the complete postWhat You are Likely to Hear in the Boardroom: Boardroom Decisions Shaping Compensation Strategy
Key Takeaways Compensation committees are increasingly focused on how executive compensation programs support talent, leadership, and long-term business strategy given the volatile external environment. This Part 2 of our two-part Viewpoint series explores several emerging trends shaping boardroom discussions, including: Compensation Design and Program Evolution Stick with PSUs or “Go Long”? Evolution from ESG Metrics […]
Click here to read the complete postSupreme Court Rejects Investor Loss Requirement for SEC Disgorgement
On June 4, 2026, the US Supreme Court held that the Securities and Exchange Commission (SEC) need not prove that investors suffered actual financial loss to obtain disgorgement in a civil action. In a unanimous opinion authored by Justice Neil Gorsuch, Sripetch v. SEC, the Court reached this conclusion by relying on “traditional equitable principles,” […]
Click here to read the complete postSEC Issues Guidance on Disclosure Obligations for Activist Fund Structures Under Schedules 13D and 14A
On July 9, the Staff of the Securities and Exchange Commission (the SEC) issued three new Corporation Finance Interpretations (CFIs) addressing disclosure obligations under Schedules 13D and 14A. The guidance targets a specific but increasingly common activism structure: special-purpose vehicles that raise capital from investors to buy a single issuer’s securities and conduct an activism […]
Click here to read the complete postThe Delaware Supreme Court Issues a 3-2 Split Decision Allowing Post-Demand Evidence to Be Admissible in Section 220 Actions
There have been several notable split decisions over the years in the Delaware Supreme Court, but it is a rara avis to see the justices split 3-2 over an issue involving access to books and records. On March 25, 2026, a divided Delaware Supreme Court majority held that in exceptional circumstances, the Court of Chancery […]
Click here to read the complete postWhat You are Likely to Hear in the Boardroom: External Forces Reshaping Executive Compensation
Key Takeaways The external environment surrounding executive compensation is changing rapidly. Economic uncertainty, evolving SEC priorities, shareholder activism, and shifts in proxy voting practices are creating new considerations for compensation committees as they prepare for the 2026–2027 proxy season. In Part 1 of this two-part Viewpoint series, we examine: External Environment and Regulatory Landscape 1. […]
Click here to read the complete postNarrow Supreme Court Ruling Allows SEC to Obtain Disgorgement, But Leaves Questions Unresolved
Overview On June 4, 2026, the Supreme Court in Sripetch v. SEC unanimously held that the US Securities and Exchange Commission (SEC) need not prove that investors suffered a pecuniary loss before obtaining disgorgement. In doing so, the Court resolved a circuit split between the US Court of Appeals for the First Circuit and the […]
Click here to read the complete postNew Day, New Rules: Five Key Aspects of Amended DGCL Section 144 and Section 220
In spring 2025, there was significant debate over Delaware’s Senate Bill 21 (SB21), which offered new Delaware amendments addressing controller and board conflicts, as well as access to books and records. These amendments, codified in amended Section 144 and Section 220, were enacted to provide greater predictability but also to limit excessive litigation. Amended Section […]
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Comment Letter on the Proposed Semiannual Reporting Rule
I write in strong opposition to the proposal to reduce reporting to file semiannual reports on the new Form 10-S in lieu of quarterly reports on Form 10-Q. I note that this was prepared entirely by me, without the aid of AI or any LLMs. I agree with many of the thoughtful comments from investors, […]
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