Over the last few years, a robust conversation has been brewing about the effectiveness of performance share units (PSUs) and whether shareholders would be better served by alternative equity approaches, including long-vesting equity awards. These debates …
Over the last two decades, peer groups have become ubiquitous in executive compensation. Spurred by investor scrutiny and reinforced by SEC compensation-disclosure reforms, boards increasingly justify pay decisions by reference to a set of “peer” firms. …
Key Points Informal settlements between activist investors and their corporate targets can be a means to resolving activist situations quickly. But informal agreements generally only work where the company and the activist can find enough alignment on the …
Introduction It is well known that cyber security incidents can have an immediate and meaningful impact on the share values of publicly traded companies. What’s less understood is the depth and duration of that damage and what kind of companies suffer the …
On April 30, 2025, the Delaware Court of Chancery issued a memorandum opinion dismissing with prejudice a post-closing challenge to the VillageMD acquisition of CityMD. The Delaware Supreme Court later summarily affirmed. The Delaware Court of Chancery …
The role of the audit committee chair has expanded meaningfully over the past decade. While responsibility for financial oversight remains foundational, today’s chairs are operating in an environment shaped by accelerating technological change, rising …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, April 10, 2026 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of April 3-9, 2026
Meta Platforms recently introduced a new executive compensation structure centered on large equity awards, drawing close comparisons to the aggressive pay model pioneered by Tesla. The new pay structure places significant weight on stock price appreciation …
Crisis management is a vital organizational function, enabling resilience and mitigation against potential adverse implications associated with disruptive events such as financial instability, cyberthreats, operational breakdowns, and reputational harm—any …
A decade ago, hopes were high in some circles that pressure from the new, large, economically-powerful institutional shareholders, like BlackRock, for more corporate social responsibility—on issues like climate change, the environment, and justice—would …
As seasoned pilots know, a downward spiral often starts gradually, almost imperceptibly, unless you heed the early warning signs. If those signs are missed or ignored, trouble compounds. It’s often tough to know whether you’re really in a spiral until it …
Today’s corporate boards are confronting a period of unprecedented leadership churn, systemic risk, and technological disruption. This report outlines the top five governance priorities corporate directors face in 2026, based on an analysis of CEO and …
Materiality: Returning to first principles Materiality emerged as a defining theme during the conference. Commissioners Mark Uyeda and Hester Peirce emphasized a renewed focus on traditional financial materiality – information that meaningfully affects …
CEO turnover in consumer companies hit a record high last year, in the face of rapid, compounding change. The job has never been harder — tenures are shortening, the environment is less predictable, and the pipeline of leaders ready and willing to step …
Key Takeaways: Special committees can be important tools for boards facing actual or potential conflicts of interest. To realize their benefits, special committees should consist of only disinterested and independent directors, receive a clear and …
Leaving Delaware is a decision that must be carefully considered over a period of time. Boards must candidly assess the potential advantages and risks of reincorporating to determine what is best for their shareholders. These considerations change notably …
A Compensation Committee Roadmap for Evaluating Long-Term Incentives in 2026 U.S. executive compensation has come to rely heavily on Performance Share Units (PSUs). PSUs are awards of stock units which are earned based on pre-established financial and/or …
The C-suite has always been demanding. But the challenges facing today’s C-suite leaders are not just larger versions of yesterday’s problems. They are systemically different in velocity, visibility, and complexity. CEOs and senior executives operate at …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, April 3, 2026 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of March 27-April 2, 2026
This report examines how the composition, compensation, and sectoral profile of named executive officers (NEOs) at US public companies have evolved since 2021, drawing on Russell 3000 and S&P 500 disclosure data to illuminate shifting C-Suite …
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