Candidates should have a law degree from a law school in the United States or abroad. Candidates still pursuing a doctoral degree are eligible so long as they will have completed their program’s coursework requirements by the time they begin their fellowship period.

During the term of their appointment, Fellows will be in residence at HLS. They will be required to devote part of their time to work on research tasks assigned by the Program, depending on their skills, interests, and Program needs, but will be able to spend significant time on projects initiated by them. The position will provide a competitive fellowship salary and Harvard University benefits.

Applicants should have an interest in corporate governance and in academic or policy research in this field. Former Fellows of the Program currently teach in many leading law schools in the U.S. and abroad (e.g., Scott Hirst (BU), Robert Jackson (NYU), Marcel Kahan (NYU), Kobi Kastiel (Tel-Aviv), Yaron Nili (Duke), Roberto Tallarita (Harvard) and Holger Spamann (Harvard)).

Interested candidates should submit a CV, a writing sample, and a cover letter to the coordinator of the Program, at programcoordinator@corpgov.law.harvard.edu. The cover letter should describe the candidate’s experience, reasons for seeking the position, career plans, and the period during which they would like to work with the Program.

Applications are considered on a rolling basis, and the start date is flexible. Candidates should apply only if they seek to stay at the Program for two years. All personnel appointments at the Program are for one year, but the appointment period is generally extendable for additional one-year period/s (subject to business needs and satisfactory performance).

What the audit committee needs to know

On May 5, the SEC issued a rule proposal that would provide an optional semiannual reporting framework as an alternative to the existing quarterly reporting framework. The optional semiannual reporting framework would be available to any registrant currently required to file a quarterly report on Form 10-Q.

Form 10-S would replace Form 10-Q for semiannual filers

A company that elects the semiannual reporting framework (a semiannual filer) would forgo filing quarterly reports on Form 10-Q (for the first, second, and third quarters of its fiscal year) and would instead file one interim report covering the first half of the fiscal year on new Form 10-S. Form 10-S would require the same information that is currently required by Form 10-Q, except that the financial information (and related disclosures) would cover the fiscal six-month period instead of a quarter. Unlike Form 10-Q, which requires presentation of both quarter-to-date and year-to-date periods, Form 10-S would only require presentation of the year-to-date (i.e. semiannual) period, though voluntary presentation of quarterly information would be permitted. The financial statements in Form 10-S would be required to be (1) prepared under US GAAP, (2) reviewed by the auditor, and (3) data tagged using Inline XBRL.

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On May 26, 2026, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery imposed sanctions for the spoliation of evidence in a fiduciary duty case arising from the merger of a wrestling entertainment company (the “Company”) with a global sports and entertainment company (the “Acquiror”). In re World Wrestling Ent., Inc. Merger Litig., C.A. No. 2023-1166-JTL (Del. Ch. May 26, 2026). The Court found that the Company’s controlling stockholder and senior officers—at a minimum, recklessly— destroyed Signal chats and messages after receiving legal hold notices and that plaintiffs were prejudiced thereby because “context suggests” that the lost evidence was relevant. As a result, the Court ordered a shift of the burden of proof from plaintiffs to defendants by presuming the truth of a limited set of facts in favor of plaintiffs, subject to rebuttal only by clear and convincing evidence.

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What does it take for a board to be truly effective today, what gets in the way, and how are leading boards overcoming those barriers?

In brief

• Directors say the quality and flow of information from management is a key driver of board effectiveness, but performance is uneven across boards.
• Boards want more time on AI, talent and geopolitics, and leading boards improve information and meeting practices to get it instead of just adding hours.
• Directors see board composition as an area of weakness, but many are taking steps to refresh membership to acquire new skills.

Your board agenda is packed, your board book is longer than ever, and the topics that matter most are moving faster than the scheduled meeting cycle. Coupled with stakeholders’ rising expectations of board members and activists on the hunt for targets, directors cannot afford missteps. The fundamentals of board effectiveness are urgently needed to navigate a world whose challenges are becoming daily more acute.

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Key Takeaways

• In 2025, sweeping amendments to the Delaware General Corporation Law (the “DGCL”) were adopted, including a new Section 144 safe harbor for conflicted transactions and a heightened presumption of director disinterestedness.
• The Court of Chancery recently applied this presumption of director disinterestedness to a derivative complaint outside of the Section 144 safe harbor, and made clear that bare allegations of director compensation, overlapping board service, business relationships, and minority co-investments in professional sports teams will not suffice to rebut the presumption of director disinterestedness.
• While addressed in the context of a derivative complaint, the Court’s analysis provides helpful guidance and, if applied in future cases, would remove much of the uncertainty related to conflicted transactions.

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Strength in Say-on-pay outcomes suggests that investors view most compensation programs as reasonably aligned with performance, even as certain pay practices—such as one-time equity awards—persist.

The 2026 U.S. proxy season reflects continued strength in Say-on-Pay (SOP) outcomes relative to recent years. While headline voting results jump to a five-year high, shifts in both the prevalence and structure of one-time equity awards suggest that companies are once again relying on targeted compensation tools to address retention, leadership transitions, and ongoing market uncertainty. Meanwhile, activity related to equity plan proposals remains elevated, reinforcing the central role of equity in pay design. These dynamics point to broad but nuanced investor support for key executive compensation proposals.

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Private equity sits at the heart of global finance. This $13 trillion industry thrives on contracts that lock in billions of dollars over decades, and on relationships between investors—the limited partners (“LPs”)—and the general partners (“GPs”) who manage their money. In an arena where LPs hand over vast sums, have limited say during a fund’s life, and have few exit options, one would expect courts to play a central role in policing the relationship. Yet they do not. In stark contrast to public markets, where shareholder litigation helps deter misconduct and shape corporate norms, private equity operates in a near-litigation-free zone. Lawsuits against GPs are rare, and when they happen, they are reserved for the most egregious breaches, such as outright fraud.

This presents a genuine puzzle. In an industry where fiduciary conflicts and misaligned incentives are not uncommon, why do LPs almost never turn to the courts to enforce their rights? And if litigation is largely off the table, how does the industry resolve disputes and discipline misconduct?

In a new Article, forthcoming in the Vanderbilt Law Review, we offer the first account of the rarity of litigation in private equity, of its underlying causes, and of the ecosystem of extralegal relations and informal norms that serves as a partial substitute for formal legal channels. Drawing on a proprietary dataset of limited partnership agreements (“LPAs”), a comprehensive search of four decades of state and federal litigation, and a unique set of interviews with senior investment officers and legal advisors to both LPs and GPs, we make three contributions to the literature on private equity.

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On April 13, 2026, the Delaware Court of Chancery dismissed all 12 claims asserted in The Gregory M. Raiff 2000 Trust v. Jenzabar, Inc., 2026 WL 992587 (Del. Ch. Apr. 13, 2026). Some claims were exclusively derivative, some were unripe, some were time-barred, and some were deficient for a combination of these reasons. The court cited Brookfield’s holding that dilution claims without more are derivative and rejected the plaintiffs’ contention that their claims fell within two exceptions to Brookfield. The opinion also reinforces the well-established distinction between indemnification and advancement of fees and illustrates the perils for plaintiffs who file too early or too late.

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On June 15, 2026, the Delaware Court of Chancery issued an Opinion interpreting Section 144 of the Delaware General Corporation Law (the DGCL), the landmark statutory measure adopted last year to provide safe harbors for certain conflicted transactions and address director independence, among other reforms.[1] The Opinion arose in a common context in Delaware stockholder litigation: claims over director and management compensation. In the decision, Vice Chancellor Lori W. Will applied, for the first time, the statute’s heightened presumption of independence for directors of public companies determined by the board to be independent under the relevant NYSE or Nasdaq listing standards to dismiss derivative claims on demand futility grounds.

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Summary: As AI reshapes business performance, compensation committees face new governance questions around measurement integrity, accountability, and whether existing incentive frameworks still reflect how value is created.

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As the 2026 proxy season approaches its midpoint, the early data confirm rather than reverse the structural shifts that defined 2025. Shareholder activism remains a feature of the public markets that virtually every issuer must confront, whatever its size, maturity, reputation, or governance profile. So far in 2026, activists have launched more campaigns than they did in the same period last year. They have pressed for more M&A demands, concentrated their activity among a familiar set of well-capitalized hedge funds, and turned their attention toward larger companies and the technology sector. Settlements remain the main path to the boardroom, even though board seats have grown harder to win. This post offers a mid-season assessment in two parts: the key issues that have emerged so far, and the lessons and outlook for the rest of the year. Unless we note otherwise, the figures below come from Deal Point Data and cover identified activist campaigns launched between January 1 and June 1 of each year, at companies with a market capitalization of at least $300 million.

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As businesses face volatility and market shifts, many corporate boards are having to make critical decisions amid heightened uncertainty to help top management deliver growth while strengthening resilience. Against this backdrop, improving board composition could be a key strategy for enterprises seeking to build long-term strength. This potential is underscored by a recent Deloitte Global survey of 739 board directors and C-suite executives, in which 38% of respondents identified it as a leading driver of long-term resilience, second only to open communication between the board and the CEO (66%).

Having broader functional experience in the boardroom could help enterprises adapt more effectively to shifting market conditions. To assess that potential, we examined how directors’ career backgrounds may influence the capabilities of Fortune 100 boards, drawing on the last six leadership roles held by each director (see “About the data”).[1] The objective is practical: to provide a baseline for board refreshment discussions and help focus director education efforts.

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The pay levels of CEOs of publicly listed firms in the U.S. have converged sharply over the last two decades, amid the increasing use of compensation benchmarking against other firms with a similar profile.

In a new paper, we looked at a wide sample of publicly listed U.S. firms over the period 1996 to 2023, tracking the variation in pay across chief executives. After peaking around the year 2000, we find the cross-sectional variation in CEO pay levels has declined almost 40% since 2007. Pay has converged toward the median at both tails of the distribution curve, and that is the case at an economy-wide level, across different industries, within groups of similar-sized companies in the same industries, and within compensation peer groups.

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Despite the heightened drama of the 2026 shareholder proposal season – precipitated by the landmark announcement from the staff of the Division of Corporation Finance of the SEC (SEC staff) that it would generally not respond to no-action requests during the 2026 proxy season – the year-over-year trends remained largely consistent with the prior year. Overall proposal volume continued to decline, driven primarily by fewer environmental and social (E&S) proposals, while governance and anti-ESG proposal activity and support levels remained broadly consistent with last year.

This alert provides an overview of proposal submissions and early voting trends for the 2026 season, examines exclusion and litigation developments under the SEC staff’s new no-action policy, as well as evolving proponent tactics, and considers the implications for what may be an even more chaotic 2027 season.

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Technology should make shareholder meetings more accessible. It should not make boards less accountable.

Across global markets, investors broadly welcome the use of digital tools to improve participation in annual general meetings. Remote access can help shareholders attend meetings they might otherwise miss, reduce logistical barriers and broaden engagement. But access is not the same as accountability. An AGM is not just an administrative event. It is one of the few formal moments each year when the board is publicly answerable to shareholders. It is also a valuable opportunity for companies to hear directly from their investors, understand shareholder perspectives and build the trust that supports long-term value creation.

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For most of the modern era, Delaware has been the default home of American corporate law. That dominance is familiar, but it is also puzzling. Delaware does not offer corporations a simple code of bright-line rules. It offers fiduciary standards, judicial review, and a continuing stream of case law. Other states have often promised more predictable statutes that limit litigation and protect managerial discretion. Yet public companies continued to choose Delaware in large numbers.

The current debate over DExit makes this puzzle newly important. High-profile firms have explored or completed moves to states such as Nevada and Texas, often arguing that Delaware law has become too uncertain or too intrusive. To assess that critique, it helps to ask why firms chose Delaware in the first place.

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Mergers and Acquisitions

The U.S Government as a partner: what you should know about M&A and the U.S. government

Under the Trump administration, the U.S. government has significantly shifted its industrial policy to act as a cornerstone investor in companies operating in sectors involving strategic assets, including energy, critical infrastructure, critical minerals, supply chain resilience, advanced technology and national security. Since the beginning of 2025, the U.S. government has invested, or committed to invest, $20.9 billion in 16 transactions to acquire direct ownership stakes in companies operating in these sectors.[1] However, these transactions do not fit squarely within a single investment category (e.g., a U.S. government partnership may include elements of a minority equity investment, project finance, grants, loans, guarantees, commercial arrangements, regulatory facilitation and strategic partnerships). The U.S. government may be “wearing many hats” in connection with making these investments, so companies should be careful not to characterize these transactions through a narrow lens at the outset and instead assess the full range of legal, regulatory and commercial considerations that may apply.

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On April 2, 2025, referred to as “Liberation Day,” the Trump Administration announced a universal 10% tariff on all imported goods. In addition, the Administration imposed country-specific “reciprocal tariffs” on 57 nations, bringing total tariff rates to as high as 50% for certain trading partners. Major manufacturing hubs that account for a significant share of U.S. imports, including China, Vietnam, and India, were among the most significantly impacted, with certain categories of goods from these countries subject to materially higher effective tariff rates depending on industry and product type.

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Why traditional CEO succession planning is falling short

CEO succession and selection is arguably the most consequential decision a board will make. More than any other leadership decision, it determines who will shape the enterprise’s strategy, culture, credibility with investors, and enduring performance. Yet in many organizations, CEO succession is narrow, rushed, and ultimately holds little connection to the future of the business. Too often, succession is treated as a discrete event rather than the sustained leadership imperative it has become, with only 8% of boards planning more than five years in advance of CEO succession.

Simultaneously, the context around the CEO role has changed dramatically. Markets are more volatile. Transformation is the new normal. Stakeholder expectations are broader, louder, and less forgiving. At the same time, the CEO role itself has expanded in scope and complexity. The demands of enterprise leadership now extend well beyond operating performance. CEOs are expected to lead through disruption, manage competing stakeholder pressures, set direction amid ambiguity, and sustain trust under intense scrutiny. Perhaps unsurprisingly, as demands on the role grow, average CEO tenure has dropped to 7.1 years, acutely short tenures of just 30 to 36 months are increasingly common (up 79% year over year), and for those not yet in seat, interest in the CEO role is declining.

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