What You Need To Know

• Pro-DEI proposals have declined sharply for the 2026 proxy season, with only 10 proposals submitted through May 31, 2026, compared to approximately 47 submitted for the full 2025 proxy season. Of the five pro-DEI proposals voted on thus far, average support has been approximately 13%, with results varying significantly by proposal category.
• Anti-DEI proposals are dominating the 2026 landscape, with 43 submitted through May 31, 2026, driven primarily by proposals requesting reports on the risk of discrimination based on social viewpoints. However, anti-DEI proposals continue to receive minimal shareholder support, with the 22 proposals voted on thus far averaging approximately 1% approval.

The 2026 proxy season marks a continuation and, in many respects, an acceleration of the trends observed in 2025. This year, anti-DEI proposals represent the dominant form of DEI-related shareholder activism, while pro-DEI proposals have receded significantly in both volume and voter support. This trend appears to be consistent with Proxy Analytics’ recently reported results, which found that conservative-leaning proponents are making up a larger share of submitted proposals overall in 2026.

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The 2026 proxy season has officially come to a close, as companies have finished filing their annual proxy statements (DEF 14A) with the Securities and Exchange Commission (SEC). These disclosures provide a detailed view into executive compensation programs and workforce pay dynamics across the U.S.

This analysis examines fiscal year 2025 proxy statements filed by Equilar 500 companies—the largest U.S. public companies by revenue—to identify emerging trends in executive compensation. By tracking data from 2021 through 2025, the study provides a multi-year perspective on how CEO pay has evolved relative to median employee compensation and explores ongoing developments in gender pay equity among top executives.

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As equity ownership becomes increasingly concentrated in index funds, concerns have grown over their outsized influence on corporate governance. Mirror voting has emerged as a leading mechanism to ensure that passive capital doesn’t improperly determine corporate election outcomes. By matching (or “mirroring”) the ratio of votes cast by active investors, index funds aim to achieve their stated promise of passivity in corporate elections and to insulate themselves from claims of interference. Current mirror voting proposals and industry policies envision a proportional approach: passive funds observe the way that active shareholders vote and then vote their shares in the same “yes” and “no” percentages.

While we generally support the concept of mirror voting, in our recent article “Mirroring the Market: Passive Voting and Outcome Non-Neutrality”, we show that the regulatory consensus on proportional mirror voting relies on a flawed heuristic. While proportional mirroring appears to achieve neutrality, a closer examination of corporate voting mechanics reveals a different reality. Rather than remaining neutral, proportional mirror voting ignores quorum requirements and the shifting, dynamic denominators in the way that corporate law requires votes to be tabulated. The current, proportional implementation of mirror voting policies creates a subsidy that both artificially validates meetings that would otherwise fail to achieve a quorum, and systematically lowers the threshold for proposals to pass below what state law and internal contracts and governance rules intend.

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On May 19, 2026, the U.S. Securities and Exchange Commission (the “SEC”) published two rulemaking proposals, each of which would substantially revise the requirements of the U.S. federal securities laws applicable to public companies. These proposals mark the next step in SEC Chair Paul Atkins’ mission to grow the U.S. capital markets and “make IPOs great again,” and clearly reflect the SEC’s commitment to this mission. This Legal Update covers one proposal, titled “Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies” (the “Proposing Release”).

The Proposing Release lays out a new simplified structure for the filer status of many domestic U.S. companies that report under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), along with numerous ideas for comprehensive disclosure simplification and comment requests.

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Key Points

• Most public companies would qualify for simplified disclosure
• Executive compensation disclosure would be reduced for companies with a public float of less than $2 billion (NAFs)
• Certain shareholder advisory votes would no longer be required for NAFs

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Corporate criminal liability is one of the most hotly contested areas of corporate governance. Enterprise-level liability can incentivize firms to detect and punish wrongdoers, a task they may be better equipped to perform than the government. On the other hand, some commentators argue that criminal liability should be imposed on individual lawbreaking executives rather than at the firm level. However, these debates elide a more fundamental question: how do we know that corporate criminal law matters at all? The formal doctrine of entity-level criminal law may bear little resemblance to the real-world prosecution of firms. Moreover, jurisdictions usually evolve concepts such as corporate criminal law slowly over time, rendering causal empirical claims tenuous.

In a new paper, forthcoming in the Journal of Law, Economics, and Organization, I argue that corporate criminal doctrine has an economically significant effect on firm value. This effect is influenced by the identity of the firm’s controlling shareholder and the level of monitoring to which the controller is subject. I exploit a landmark 2010 Indian Supreme Court decision establishing that corporate mens rea—i.e., a criminally culpable state of mind—exists if a person or group of people controlling that firm are shown to have criminal intent themselves. I hypothesize that this decision increased the prospect of corporate criminal liability for firms controlled by individuals and families. These companies had a clearly identifiable set of human controllers whose criminal intent could be ascribed to the firm after the Supreme Court’s decision.

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On May 19, 2026, the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) proposed extensive amendments to the registered offering framework under the Securities Act of 1933, as amended (the “Securities Act”).[1] The SEC’s rulemaking proposal on Registered Offering Reform (the “Proposal”) has the potential to be the most significant offering reform in over 20 years.[2] Most important, the Proposal would broaden eligibility to register securities offerings on Form S-3 and provide enhanced registration and communication benefits to a broad universe of issuers, changes that may dramatically increase the ability of such issuers to raise capital quickly in the public markets.

In a statement, SEC Chair Paul Atkins remarked that the Proposal “would address impediments, which result from outdated SEC rules, to public companies’ ability to conduct registered offerings quickly.” He noted that the Proposal, along with the second rulemaking proposal aimed at enhancing filer status, “are among the first important steps toward transforming the SEC’s regulatory framework for public companies.”

We discuss the most significant proposed changes in this Legal Update.

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SpaceX is planning to go public in mid-June with a governance structure that would free Elon Musk from constraints on his power. Many investors regard Musk’s talents so highly that they might be willing to overlook this lack of constraints. In their view, freeing Musk from constraints would not be a bug but a beneficial feature. However, the loosening of constraints on Musk’s power should be viewed as troublesome even by his most fervent admirers.

(We wrote a post earlier about this subject based on media reports published prior to the release of the SpaceX prospectus. Now that the prospectus has been released, the discussion below updates and further develops our earlier critique.)

To understand the governance problems of SpaceX, it is important to distinguish among different types of investor beliefs about Musk. One set of investors views Musk as having the best ability to maximize the size of the SpaceX pie (that is, the total value that the company will generate to be shared among its shareholders). Such investors might favor governance provisions that would enable Musk to set company strategy with minimal interference from outsiders.

However, there are at least four aspects of the IPO structure that should nonetheless trouble these Musk admirers. First, a belief that Musk knows best how to maximize the pie does not necessarily imply any belief about how Musk would split that pie between public investors and himself.

A major role of corporate rules and governance arrangements in public companies is to constrain the extent to which insiders can split the pie in their favor. The design of the SpaceX IPO — namely, the company’s incorporation in Texas combined with the wide array of provisions in its charter — would give Musk expansive freedom not only to set the company’s strategy as he sees fit but also to allocate the pie as he wishes.

Among other things, Musk would be free (by an explicit provision of the charter) to take for himself any business opportunities presented to SpaceX. He would also be able to arrange related-party transactions that would benefit himself at the expense of public investors, sell himself a large fraction of SpaceX’s assets at a favorable price, and secure giant pay awards. Musk would be able to make such decisions in ways that would confer very large private benefits on him; he would then obtain a substantially disproportionate slice of the pie, leaving public investors with considerably less than their pro rata share.

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There is a version of the next decade in which tens of millions of European investors — pension members, retail fund holders, beneficiaries of insurance products — routinely direct the votes attached to the shares their capital ultimately funds. The technology exists and is in use. The demand is real and growing on both the institutional and the retail side. What stands between the present and that future is not innovation or appetite; it is a small number of specific points in the regulatory architecture where a targeted intervention would convert a patchwork of pioneering programmes into infrastructure that scales.

It is in that spirit which our company, Tumelo, has just responded to the European Commission’s Call for Evidence on the update of the Shareholder Rights Directive. We operate the pass-through voting platform that sits behind a number of major asset managers and the asset owners who invest with them — six fund managers globally, more than twenty-five asset owners, and over £300 billion in assets. We see, every day, where things work and where they catch. From that vantage point, the SRD review is a real opportunity. A handful of carefully chosen unlocks could expand the franchise of European shareholder democracy by an order of magnitude. Our written response to the Commission sets out a number of these. In this post we focus on three that, taken together, illustrate the kind of intervention we hope for.

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In recent campaigns, activist investors have challenged companies on their AI strategy, capital allocation and credibility. Here’s what boards should understand—and how management teams can get ahead of AI driven scrutiny.

Key Takeaway

• Activist investors are using artificial intelligence as a lens to challenge companies, criticizing insufficient AI investment, transformation efforts or investor communication.
• Proactive, credible messaging that shows how a company is approaching AI—relative to peers, strategic priorities and value creation—can help reduce exposure to activist campaigns.
• As activist pressure builds, board oversight can help guide how AI priorities are set and communicated.
• Across sectors, investors are raising pointed questions about whether companies are moving fast enough on artificial intelligence—strategically, operationally and in how they communicate their progress—to capture AI’s potential, create long-term value and protect their competitive advantage.

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Good morning, ladies and gentlemen. And thank you, Fred [Ryan], for your generous introduction. Before I begin, I should like to take a moment to recognize what a profound privilege it is for me to address the Reagan National Economic Forum.

Prior to sharing a few reflections, I must note that the views I express here today are my own as SEC Chairman and do not necessarily reflect those of the SEC as an institution or of my fellow Commissioners.

There is something quite fitting about gathering on a California morning such as this one, because it calls to mind a few of President Reagan’s most enduring words: “Morning in America.” And nowhere are those words more at home than here — in this library, a fixed monument to a free-market legacy. At its opening ceremony in 1991, President Reagan articulated his hope that the library would become “a dynamic intellectual forum where scholars interpret the past and policymakers debate the future.”[1] Today, I believe that we are proving that his hope was well placed.

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The 2026 shareholder season has arrived in the midst of an ongoing battle for shareholder rights and at a consequential moment for corporate governance. Over the 15 months, the current administration has undertaken a series of efforts that collectively narrow shareholder rights, undermine climate-related disclosure frameworks, and constrain investors’ ability to engage on financially material ESG issues. At the same time, climate-related financial risks continue to intensify, increasing the importance of investor oversight of long-term corporate strategy and risk management.

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The Commission has struggled with the climate disclosure proposal for years. Today we are proposing to rescind the rule that the Commission adopted in 2024. I support the rescission proposal and look forward to hearing feedback from the public.

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Today, the Commission proposed to rescind[1] in their entirety the rules on The Enhancement and Standardization of Climate-Related Disclosures for Investors, which the Commission adopted on March 6, 2024 (the “2024 Climate Rules”).[2]

The 2024 Climate Rules generated national controversy since they were first proposed.  Some commenters supported the proposal, but many commenters argued that the 2024 Climate Rules, as proposed, were outside the scope of the Commission’s authority and were flawed for policy reasons.

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Something fundamental shifted during the 2026 proxy season. Reacting to the SEC’s “hands-off” approach, boards deployed increasingly aggressive procedural strategies to evade accountability. That several of the New York City Pension Funds had to sue AT&T simply to secure a vote on a shareholder proposal illustrates how far the process has shifted.

The SEC’s retreat from the traditional no-action process stands at the heart of this storm—inequitably favoring management and impairing shareholders’ ability to advance shareholder proposals. Indeed, while shareholders have thus far been forced to litigate just to have their proposals voted on, the SEC staff granted Exxon Mobil Corporation (“Exxon”) no-action relief on its unprecedented (and potentially industry-defining) retail voting program with seemingly minimal scrutiny. As the public record shows, Exxon’s retail voting program, which is now facing legal challenges in federal court, received no-action relief from the SEC on the very day it was requested.[1]

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Good afternoon, ladies and gentlemen. It is a pleasure to join you here today. And thank you, Bobby [Bartlett], for your generous introduction. Of course, I should also like to extend my thanks to the Stanford Rock Center for Corporate Governance for the opportunity to discuss our ongoing work at the SEC—work that I know touches the professional lives of many in this room.

To the business leaders and market participants who have joined us, thank you. I am grateful for your presence, and I trust that the reflections that I intend to share today will prove both insightful and meaningful to your work. (more…)

What makes a corporation American, Italian, Chinese, or any other nationality – and who gets to decide?

In a new paper, we examine how the national identity of corporations is increasingly contested in the contemporary global economy. Corporate national identity (CNI) can no longer be understood as a fixed legal attribute determined solely by jurisdiction of incorporation, location of administrative headquarters, or corporate control through equity ownership. Rather, CNI emerges from the interaction of four interrelated facets – legal, economic, (geo)political, and symbolic – whose relative salience varies across contexts and over time. The central implication is that corporate nationality is not a unitary status, but a contingent and contested construct.

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The SEC wants to “make IPOs great again,” and it believes that one path to doing so is easing reporting requirements for publicly listed companies. Last week, the SEC made official its much-anticipated proposal to permit public companies to report earnings semiannually. If adopted, companies will effectively have the option to trade three Form 10-Qs for a single semiannual Form 10-S.

For companies, this isn’t only about filing fewer earnings reports. It’s also about the impact on the proactive investor relations strategy, and what happens between filings: managing market expectations and establishing equity story narratives, maintaining analyst credibility and sustaining investor engagement, handling material nonpublic information (MNPI), and navigating insider trading windows.

The proposal, if approved, could create more volatility in an issuer’s share price, force investors to find alternative sources of information, and may not be the panacea some policymakers and corporate chieftains hope.

We game out three likely paths and their implications below.

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