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 …
There is a growing asymmetry between boards’ expanded responsibilities and the structural limits on their capacity. Over the past two decades, regulators have increasingly required boards to oversee compliance across a wide range of issues. In response to …
In startups, exceptional companies often produce a second generation of influential founders—the “PayPal mafia” being the canonical example. Activism is proving no different. When a firm develops a distinctive playbook, compounds credibility, and delivers …
State-to-state reincorporations have been in the spotlight recently, as U.S. companies and shareholders consider which jurisdiction provides the greatest benefits, while states compete to attract and retain them. In response to speculation that companies …
Boards and management all have the same fear – the ominous news story, 13D filing, or even the first phone call when an activist investor introduces themselves as one of their largest shareholders. What happens next is swift and often sets the tone for …
Key Takeaways Nearly 25% of Russell 3000 companies submitted an equity plan proposal in 2025. Shareholder support was strong at 88% on average, and less than 1% of proposals failed to receive majority support, consistent with 2023 and 2024 levels It is …
Who are the pivotal actors and interests shaping corporate governance? Traditional accounts focus on shareholders, directors, and officers, and treat corporate governance as largely an intra-firm issue of power, incentives, and monitoring. Recent …
Texas is entering a watershed moment in corporate law and market development. Over just the past few months, the state has attracted headline‑making redomestications, launched multiple nationally significant stock exchanges, and expanded the reach and …
Overview In a precedent-setting derivative decision, the Delaware Court of Chancery held that a board of directors’ and senior officers’ failure to respond in good faith to clear red flags of workplace sexual misconduct may give rise to viable breach of …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, March 27, 2026 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of March 20-26, 2026
From 2020 to 2024, the number of shareholder proposals increased steadily, fueled by growing interest in the ‘E’ and ‘S’ issues of the environment, social and governance (ESG) mix. This year’s proxy season begins after a whirlwind 2025, driven by a series …
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