“Amicus Plato, sed magis amica veritas.” In translation, “Plato is my friend, but truth is a greater friend.” That sentiment, attributed to Aristotle, captures my response to Control and its Discontents, an article by Professors Jill E. Fisch and Steven …
This report examines CEO/chair leadership structures in the S&P 500 and Russell 3000, focusing on succession events, chair independence, and related policy and rationale disclosures. Leadership structure remains context dependent, and most disclosures …
In 2023, Fair Isaac Corporation’s board faced a situation many compensation committees encounter: a proven, long-tenured CEO who had become retirement-eligible, an active market for executive talent, and a retention challenge the regular program was not …
Few would expect even the most contentious and high-stakes activist-company disputes to end in something close to a handshake. Yet that is increasingly part of the story. Informal settlements now appear with enough regularity—and in sufficiently high- …
In a recent paper, AI Corporate Governance and Ben & Jerry’s Risk, we critically analyze the governance arrangements of OpenAI and Anthropic. We show that these firms share an unusual built-in conflict. Each raises billions of dollars from profit- …
Drawing on a recent survey of 70 corporate citizenship leaders, this report examines how companies are adjusting citizenship and philanthropy budgets, priorities, partnerships, and capabilities amid an evolving economic, policy, and reputational landscape …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, May 8, 2026 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of May 1-7, 2026
The fatal shooting of UnitedHealthcare CEO Brian Thompson in December 2024 brought renewed attention to executive security programs and prompted widespread discussions among boards and compensation committees regarding whether to introduce or enhance …
In brief On April 16, 2026, the US Securities and Exchange Commission’s (SEC) Division of Corporation Finance, Office of Mergers and Acquisitions issued an exemptive order that establishes a new framework for certain qualifying equity tender offers to …
Activist shareholders play a central role in moderns corporations. Such blockholders range from investors who actively jawbone or break up firms, to index funds that are largely passive in that they limit themselves to voting. Crucially, in between is a …
Quarterly reporting has its roots in post-World War II industrial recovery.[1] But is there any particular magic to quarterly reporting? Why not monthly? Or weekly? Or real-time reporting? Modern technology makes faster and more frequent reporting possible …
Today, the Commission proposed amendments to provide public companies with the option of filing one semiannual report, on a new Form 10-S, in lieu of three quarterly reports on Form 10-Q.[1] This proposal is part of my Make IPOs Great Again agenda that is …
Our view Employee share ownership can create long-term value for companies, shareholders, employees and society. Plans work best when they are offered broadly across the workforce, transparent in design, and complementary to wages. Our perspective as a …
In boardrooms, technology has shifted from a specialist topic to a shaper of strategy, risk, capital allocation and competitiveness. However, leaders who have run enterprise technology functions remain a minority in most boardrooms. As boards enhance …
The primary focus of the contemporary study of corporate governance is minimizing agency costs. Standard models assume that the principal—a firm’s shareholders—all seek to maximize risk-adjusted returns and thus uniformly wish their agent—the firm’s …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, May 1, 2026 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of April 24-30, 2026
CEO age has risen sharply over the past several decades. In a recent NBER working paper, we document this striking trend, examine associated trends in career profiles and discuss potential explanations. The evidence suggests that changes in demographics, …
In 2025, Institutional Shareholder Services (ISS) opposed 10% of S&P 500 company Say on Pay (SOP) proposals. This was consistent with ISS’s historical average “against” rate from the previous five years (2020 through 2024). In this Viewpoint, we …
On April 16, 2026, the Division of Corporation Finance (the Division) of the Securities and Exchange Commission, acting under delegated authority, issued an Exemptive Order (the Order) providing flexibility to shorten the minimum offering period for …
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 …
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