FW Cook’s 2025 Annual Incentive Plan Report provides a comprehensive review of the annual incentive plans of the top 250 largest companies in the S&P 500 by market capitalization. Annual incentive plans are critical tools used to align executive …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, October 31, 2025 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of October 24-30, 2025 Posted by Laura Bader, Ferrell Keel …
In Brewer v. Turner (Sept. 29, 2025) (“Regions”), the Delaware Court of Chancery declined, at the pleading stage of litigation, to dismiss a Caremark claim brought against directors of Regions Financial Corporation, which operates Regions Bank. The …
Corporate executives and directors are legally allowed to sell their shares directly back to their corporation, rather than selling them in the open market. What is most interesting and most unusual about this situation is that insiders are decision- …
Executive Summary What’s new: Glass Lewis announced it will stop offering its standard benchmark proxy voting guidelines in 2027, transitioning clients to differentiated, client-specific voting frameworks reflecting individual investment philosophies and …
Public disclosures reveal how leading boards are overseeing AI and cybersecurity In today’s fast-changing and high‑stakes digital environment, boards are elevating their oversight approach. Voluntary disclosures around AI and cyber are not just more common …
Summary Establishing a special committee is a common corporate governance practice in the context of transactions involving insiders, controlling stockholders or other related persons (so called “conflict transactions”). Special committees are designed to …
Driving growth and fostering resilience in a dynamic business environment In a continually changing business environment, board directors find themselves at a complex nexus of risk and opportunity. A confluence of macroeconomic factors—such as inflationary …
On October 3, 2025, the United States Court of Appeals for the Sixth Circuit upheld the application of the attorney-client privilege and work product doctrine to internal investigations. The Sixth Circuit’s decision to grant a writ of mandamus In re: …
Earlier this week, the European Parliament narrowly rejected an “omnibus” directive, which included proposals intended to reduce sustainability reporting obligations for companies operating in the European Union (EU). The “omnibus” directive was …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, October 24, 2025 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of October 17-23, 2025 Posted by Sam Eastwood, James Ford, …
In the headlines today, it is common to see announcements about activist campaigns or activists taking equity positions in public companies. Nonetheless, full-scale proxy fights have become relatively rare. Most public company boards opt to settle with …
Key Takeaway Shareholder proposals that seek to promote ESG measures tend to gain significant attention. However, director elections tend to have a much greater impact on corporations. Thus, activist shareholders tend to focus on what matters and so should …
Other recent Deloitte research reveals a similarly expansive and complex risk landscape. In the Spring 2025 Fortune/Deloitte CEO Survey, [1] respondents said their biggest challenges were economic, political, and geopolitical uncertainty. It can be …
Sustainability has undergone a profound transformation over the past two decades. What began as a moral movement—rooted in reputation management and risk mitigation—has increasingly become a strategic business imperative. The latest annual report …
Introduction Insider trading cases may have become harder to prosecute. On July 31, 2025, the Second Circuit released its opinion in United States v. Chastain, an insider trading case in which the defendant had been convicted by a jury for misappropriating …
Executive and non-employee director compensation are two of the most visible and scrutinized responsibilities of the board. Yet, even among the largest companies, governance practices diverge on two fundamental questions: Who approves CEO pay – the …
Background We reviewed broad-market data using S&P 500 executives to support preliminary assessments of executive Holding Power (aka retention glue). Despite a cooldown in the broader labor force, Compensation Committees are well served to understand …
What You Need To Know The federal government shutdown will lead to a significant reduction in government activity, including at the U.S. Securities and Exchange Commission (SEC). Companies should evaluate how the shutdown might affect their business …
Posted by Stacey Mitchell, Kenneth Markowitz, Andrew Oelz, Akin Gump Strauss Hauer & Feld LLP, on Sunday, October 12, 2025 Posted by J.T. Ho (Cleary Gottlieb Steen & Hamilton LLP), Helena K. Grannis (Cleary Gottlieb Steen & Hamilton LLP), and …
