Recent Posts
News•Feb 24, 2026
Rule 14a-8 Shareholder Proposals: Proponents Are Litigating Exclusion Decisions
Three shareholder‑proponent lawsuits have been filed this week, marking the first challenges under the SEC’s revised Rule 14a‑8 no‑action letter process for 2026. The cases target AT&T’s exclusion of an EEO‑1 diversity disclosure, Axon’s exclusion of a political‑spending proposal, and PepsiCo’s alleged failure to properly notify a PETA‑backed shareholder. All defendants submitted the required unqualified representation, but plaintiffs argue the ordinary business exception does not apply. The filings highlight emerging litigation risk for companies navigating proxy exclusions this season.
By The CorporateCounsel.net Blog
News•Feb 24, 2026
Women Governance Trailblazers: Jen Sisson
The Women Governance Trailblazers podcast released a 31‑minute interview with Jen Sisson, CEO of the International Corporate Governance Network (ICGN). The conversation covered ICGN’s mission, its member base, and current initiatives, as well as the challenge of aligning global governance...
By The CorporateCounsel.net Blog
News•Feb 23, 2026
Converts: PIPE and Pre-IPO Considerations
A recent Cleary memo highlights a surge in convertible‑note issuances driven by the AI boom, with private‑placement (PIPE) and pre‑IPO converts adopting highly customized terms. Features now include governance and consent rights, guarantees, financial covenants, prepayment provisions, anti‑dilution ratchets, equity...
By The CorporateCounsel.net Blog
News•Feb 20, 2026
Forward-Looking Statements: 9th Cir. Says No Safe Harbor for “Hypothetical Risk Factor”
The Ninth Circuit in Const. Laborers Pension Trust v. Funko held that forward‑looking risk disclosures can lose the PSLRA safe‑harbor when they are framed as present‑state misrepresentations. The panel reasoned that an alleged omission about current inventory failures turns the...
By The CorporateCounsel.net Blog
News•Feb 20, 2026
DExit: Evidence From 2025 IPOs
Houlihan Lokey data shows Delaware’s share of IPO incorporations dropped from over 80% (2022‑2024) to just under 62% in 2025, while Nevada rose to nearly 17% and Texas to about 4%. The shift reflects a modest migration of companies to alternative...
By The CorporateCounsel.net Blog
News•Feb 20, 2026
Enforcement: Should You Consider Litigating?
The SEC’s enforcement approach has softened since the 2025 administration change, with corporate penalties falling roughly 30 percent and a greater emphasis on cooperation and remediation. At the same time, the Supreme Court’s pending decision on whether the agency must...
By The CorporateCounsel.net Blog
News•Feb 19, 2026
C-Suite Turnover: Plenty of Volatility at the Top
CristKolder’s 2025 C‑Suite Volatility Report shows 78 CEO changes and 120 CFO swaps across Fortune 500 and S&P 500 firms last year. The consumer sector led CEO turnover at 24.4%, while energy was most stable at 9.0%. External recruitment fell sharply, with...
By The CorporateCounsel.net Blog