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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
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Victoria Sidoti
DOL Guidance Creates New ERISA Risks for Proxy Advisory Arrangements
Executive Summary On April 14, 2026, the U.S. Department of Labor (DOL) issued Technical Release 2026-01 (TR 2026-01 or the Release), addressing the application of ERISA’s fiduciary requirements and preemption provisions to proxy advisory services. TR 2026-01 does not amend the DOL’s proxy voting regulation (at 29 C.F.R. § 2550.404a-1); however, it recontextualizes the relationships […]
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Posted in Practitioner Publications
Tagged Asset Managers, DOL, ERISA, Fiduciary, Proxy advisors, Proxy voting, TR 2026-01
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Board Oversight of AI: Do Boards Need AI Experts?
As the use of artificial intelligence (AI) across industries increases rapidly, many boards of directors are considering whether they have the expertise necessary to maintain effective oversight of AI-related opportunities and risks. As the SEC has made clear regarding cybersecurity, boards must find a way to exercise their supervisory obligations, even in technical areas, if […]
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Posted in Practitioner Publications
Tagged AI, AI directors, AI oversight, Board oversight, board skills
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Sustainability: Scarce Signals From Significant Resolutions
Key Observations In 2025, there was a steep drop in the number of shareholder resolutions on sustainability that got significant shareholder support (our definition being at least 30% of independent shareholders). There were only 30 such resolutions in the US in the 2025 proxy year, compared with over 100 in each of the previous five […]
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Posted in Practitioner Publications
Tagged Asset Managers, ESG, Institutional Investors, Sustainability
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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 § […]
Click here to read the complete postEarly 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 […]
Click here to read the complete postSpeech 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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