2025 offered a reminder, to boards and investors alike, that shareholder activism does not move in a straight line. Market volatility, best exemplified by the second-quarter turmoil surrounding “Liberation Day,” prompted many activists to pause or …
Good morning, ladies and gentlemen, and welcome to our first Investor Advisory Committee meeting of the year. Before I make some opening remarks, let me offer the customary disclaimer that the views I express here are my own as Chairman and not necessarily …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, March 13, 2026 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of March 6-12, 2026 Posted by Elizabeth Goldberg, Rahel Mann …
Each year, Diligent Market Intelligence (DMI) creates a ranking of the most prolific activists over the past year, based on the quantity and size of their activist investments, comprehensively derived from the DMI database. The following categories have …
This update summarizes key recent developments regarding legislative, regulatory, litigation, and enforcement updates related to environmental, social, and governance (ESG), with a particular focus on federal agency enforcement trends and executive orders …
Shareholder activism in the life sciences sector has intensified in recent years, with activist funds and other event-driven investors increasingly targeting companies to influence management, governance, strategy, and capital deployment. Since 2020, more …
In governance circles, few topics generate more debate than whether the CEO should also serve as board chair. Regulators in some markets have taken firm positions, and activists often argue that separation between the two roles is a universal best practice …
Mergers & Acquisitions WHY BUYERS ARE INCREASINGLY TURNING TO STATE LAW TO ACQUIRE DISTRESSED ASSETS For companies and stakeholders seeking to execute distressed asset sales with speed, certainty, cost control and surgical execution, state law regimes …
Subodh Mishra is the Global Head of Communications at ISS STOXX. This post is based on an ISS Governance Research report. Compensation and Say-on-Pay: There will be a slight increase in 2026 in the number of U.S. companies expected to demonstrate …
In Short The Situation: A stockholder sought a judgment declaring that certain provisions of a stockholders agreement were facially invalid and unenforceable under 8 Del. C. § 141(a). The Court of Chancery found that the plaintiff’s claims were timely and …
Recent decisions by J.P. Morgan Asset Management and Wells Fargo to deploy artificial intelligence (“AI”) to guide proxy voting are evidence of deeper structural changes already underway that could transform future proxy seasons. The near-term impact of AI …
Executive Summary As the 2026 proxy season prepares to go into full swing, significant structural shifts are underway in the proxy voting ecosystem. Regulatory scrutiny, evolving investor stewardship frameworks and innovations in retail voting platforms …
Proxy voting is one of the most structured and observable ways institutional shareholders exercise governance rights. Yet the operational cost of applying voting policies consistently across thousands of ballot items remains high. As Professor Lucian …
Board diversity disclosure is undergoing a meaningful recalibration. After years of increasing pressure by shareholders and other stakeholders to increase the number of women and underrepresented minorities on boards and provide robust disclosure of board …
In Calumet Capital Partners LLC v. Victory Park Capital Advisors LLC (Jan. 29, 2026), the Delaware Court of Chancery, at the pleading stage of litigation, found it reasonably conceivable that, after Victory Park (the “Investor”) invested in Calumet’s …
When we think about corruption in the corporate and political arenas, what often comes to mind are high-profile scandals involving bribery, kickbacks, or blatant misconduct. But in my paper Systematic Corruption (forthcoming in the Columbia Law Review), I …
Since their introduction nearly two decades ago,[1] forum selection provisions have become standard in modern corporate governance, with Delaware corporations routinely designating the Court of Chancery as the exclusive forum for “internal affairs” …
March 2026 marks the 250th anniversary of The Wealth of Nations. In that foundational text for modern economics, Adam Smith described a decentralized economy of small producers. Over the next two and a half centuries, however, the emergence of large firms …
Over the last few years, the artificial intelligence (AI) boom has swept through corporate America. Across nearly every function and team, AI is being adopted to boost productivity and gain a competitive edge through every available avenue. As a result, …
Key points On February 4, 2026, the US District Court for the Western District of Texas declared SB 13 (2021) unconstitutional under the First and Fourteenth Amendments and enjoined its enforcement, finding the statute facially overbroad and impermissibly …
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