Preserving Shareholder Rights Protects Workers, Retirees, and the Integrity of American Capital Markets
Oregon State Treasurer Elizabeth Steiner warned SEC Chair Paul Atkins that proposed rule changes could weaken shareholder rights, jeopardizing pension beneficiaries and market integrity. She highlighted Oregon's $148 billion public‑pension portfolio and its active proxy voting—5,333 meetings covering over 50,305 agenda items. Steiner, with several state officials, sent a letter urging the SEC to retain its oversight of shareholder governance. She argues that robust shareholder engagement drives ESG disclosures, say‑on‑pay votes, and independent board oversight, protecting long‑term value for workers and retirees.
How Do Corporate Managers Invest in AI and Green Technologies Based on Market Feedback?
A new academic paper examines how corporate managers leverage stock‑market feedback when allocating capital to artificial intelligence and green technologies. The study argues that market prices, analyst coverage, and investor sentiment provide forward‑looking signals that reduce uncertainty around these nascent...
Will the Iran War Become the Poison Pill for Proxy Contests This Season?
The ongoing Iran war is adding a layer of geopolitical risk that could deter shareholder activists from launching new proxy contests this season. Activists must commit capital for months while markets remain volatile, limiting liquidity and increasing the cost of...
From Iran to Taylor Swift: Informed Trading in Prediction Markets
A cluster of six Polymarket wallets earned roughly $1.2 million by buying low‑priced "Yes" shares on a contract predicting a U.S.–Israeli strike on Iran on February 28, 2026. Similar insider‑informed bets generated $485,000 from a $38,500 stake on the covert capture of Venezuelan...
Remarks by Commissioner Uyeda on Investor Choice and the Limits of SEC Regulation
Commissioner Mark T. Uyeda used the 250th anniversary of the Declaration of Independence to argue that the SEC’s role should center on preserving investor choice rather than imposing prescriptive mandates. He linked the founding principle of the "pursuit of happiness"...
Remarks by Chair Atkins on the SEC’s Regulatory Philosophy and Policy Agenda
Chairman Paul Atkins used the SEC Speaks forum to outline the Commission’s overarching regulatory philosophy and policy agenda. He emphasized a cohesive framework that links initiatives across divisions rather than isolated projects. Atkins highlighted the importance of transparency, market integrity, and...
Weekly Roundup: March 13-19, 2026
The Harvard Law School Forum’s March 13‑19 roundup highlights a wave of governance developments, from SEC Chair Paul Atkins’ push for modernized disclosure rules to Delaware Supreme Court rulings affirming SB21 safe‑harbor provisions and ADR guidance for earnout disputes. Articles...
Delaware Supreme Court Guidance on ADR Provisions to Resolve Earnout Disputes—Stillfront
The Delaware Supreme Court in Fortis Advisors v. Stillfront held that an ADR clause labeling an accounting firm as an "Arbitrator" grants it broad authority to resolve all earnout‑related disputes, including legal and bad‑faith claims, not just calculation issues. The...
Litigated Off-Channel Communications Charge Survives Motion to Dismiss: Where Are We on Books and Records?
A federal judge in Illinois refused to dismiss the SEC’s off‑channel communications claim in SEC v. Arete Wealth Management, affirming that the books‑and‑records rule applies to text messages. The court rejected Arete’s arguments that Rule 17a‑4 is unconstitutionally vague and...
Winter 2026 ESG Investing Quarterly Update
The White House issued a December 2025 executive order directing the SEC, FTC and DOL to review proxy‑advisor regulations and ERISA rules, prompting ISS and Glass Lewis to overhaul their ESG voting policies. Federal legislation is moving toward a “pecuniary‑only” fiduciary...
Shareholder Activism in Life Sciences: Risks, Responses, and Outlook
Shareholder activism in life sciences has surged, with more than 320 public campaigns launched since 2020, driven by pre‑revenue business models and binary valuation tied to clinical milestones. Activists target roughly 75% of biotech firms that are still pre‑revenue, pressuring...
CEO Tenure Is More Important than the CEO-Chair Debate
The Harvard Law School Forum highlights that CEO tenure, not the CEO‑chair structure, drives long‑term value. Empirical data show CEOs who also serve as board chairs stay in office about three years longer, yet performance outcomes remain mixed across contexts....
Chancery Interprets LLC Agreement as Not Eliminating Fiduciary Duties
The Delaware Court of Chancery held that the LLC’s Protection Provision did not fully eliminate fiduciary duties, allowing Calumet’s breach claim against manager Luke Darkow to survive. The court adopted the fiduciary‑exception view, treating the claim under tort law rather...
Remarks by Commissioner Peirce on Private Secondaries in Capital Markets
Commissioner Hester Peirce highlighted the rapid expansion of private secondary markets, which grew from $162 billion in 2024 to $240 billion in 2025. She warned that this liquidity surge may lessen companies’ incentives to pursue initial public offerings, potentially reshaping capital formation...
Remarks by Chair Atkins on Capital Formation and the INVEST Act
Chairman Paul Atkins highlighted the steep 40% drop in U.S. public companies and outlined a three‑pillar strategy to revive capital formation. He praised the bipartisan INVEST Act and the Empowering Main Street in America Act for introducing “test‑the‑waters” IPO pilots,...
SEC Adds Flexibility to M&A, Proxy, and Tender Offer Rules with New Interpretations
On January 23 2026 the SEC’s CorpFin issued new Compliance and Disclosure Interpretations that broaden flexibility for M&A, proxy and tender‑offer rules without formal rulemaking. The revisions permit lock‑up agreements without meeting traditional prospectus conditions, allow privately placed shares to be registered...
SEC Adds Flexibility to M&A, Proxy, and Tender Offer Rules with New Interpretations
On Jan. 23, the SEC’s CorpFin division issued new Compliance and Disclosure Interpretations that loosen proxy‑broker search timing, broaden lock‑up registration on Forms S‑4/F‑4, and add leeway for cross‑border tender offers. The staff also reversed its stance on voluntary Notices of...
Comment Letter on Nasdaq’s Proposed Additional Initial Listing Criteria for Companies Primarily Operating in China
The Council of Institutional Investors (CII) submitted a comment letter backing Nasdaq’s proposed rule that adds initial listing criteria for Chinese micro‑cap companies, including a $25 million minimum proceeds requirement. CII applauds the effort to curb abnormal trading in the smallest...
Comment Letter on Nasdaq’s Proposed Additional Initial Listing Criteria for Companies Primarily Operating in China
The Council of Institutional Investors (CII) submitted a comment letter supporting Nasdaq’s proposed rule that adds an initial listing requirement of at least $25 million in proceeds for companies primarily operating in China. While endorsing the rule’s aim to curb abnormal...
2025 Activism Retrospective
Activist investors had a banner year in 2025, launching a record 255 campaigns and driving a 25% increase in substantive activism across Russell 3000 firms. Healthcare, financial services and technology were the most targeted sectors, while micro‑ and nano‑cap companies bore...
2016 vs 2026: Lessons From a Decade of Corporate Climate Action
A decade after the Paris Agreement, corporate climate action has shifted from early supply‑chain pilots and nascent net‑zero talk to a reality where Scope 3 emissions dominate and reporting burdens intensify. Initial enthusiasm for broad coalitions has given way to more...
CEO and C-Suite ESG Priorities for 2026
Based on The Conference Board’s C‑Suite Outlook 2026 survey, CEOs worldwide identified artificial intelligence as the most significant negative societal or technological shift for 2026, outranking political polarization and changing consumer behavior. Political uncertainty and public‑policy volatility also top external...
Limited Risk Disclosure Updates Despite Political and Economic Volatility
Deloitte and USC’s Peter Arkley Institute released its fifth‑year analysis of S&P 500 risk‑factor disclosures, finding that average page counts rose to 14.3 and risk‑factor totals to 32. Despite SEC reforms aimed at trimming disclosures, 56% of firms added pages and 37%...
Delaware Case Applying Indemnification Materiality Scrape Creates Risks for the Unwary
The Delaware Superior Court in JanCo FS 2, LLC v. ISS Facility Services clarified how a materiality scrape should be applied in M&A indemnity clauses. The court first inserts the full definition of “Material Adverse Effect” and then strikes materiality qualifiers, effectively expanding the...
Board of Director Compensation Practices in the Russell 3000 and S&P 500
Board director compensation across the Russell 3000 and S&P 500 showed modest growth in 2025, with total pay up 2% in the Russell 3000 and flat in the S&P 500, keeping median compensation near $250,000. Shareholder‑approved caps are now in...
Climate Disclosure and the Transformation of Gatekeeping
The SEC’s proposed 2024 Climate Rule would require large accelerated filers to disclose Scope 1 and Scope 2 greenhouse‑gas emissions and obtain third‑party assurance, mirroring EU sustainability mandates. Under Section 11, underwriters remain liable for non‑expertised portions of registration statements, shifting risk when...
Financial Crises: New Insights
Professor Eric Hilt’s 2026 paper traces the evolution of financial crises over two centuries, highlighting how regulatory regimes and banking structures shaped their frequency and character. Early crises were often sparked by banking panics, while the post‑World War II regulatory era...
Delaware Supreme Court’s Earnout Decision Reinforces Primacy of Contract and Illustrates the Limits of the Implied Covenant
The Delaware Supreme Court issued an en banc opinion in Johnson & Johnson v. Fortis Advisors, affirming and partially reversing a Chancery ruling that awarded former Auris Health shareholders over $1 billion in an earnout dispute. The decision is the first...