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corpgov.law.harvard.edu

corpgov.law.harvard.edu

About corpgov.law.harvard.edu on Clarity Today

Newest story built on corpgov.law.harvard.edu reporting: Kahan and Rock expect some state to permit mandatory shareholder arbitration after the SEC's reversal (October 15, 2026). corpgov.law.harvard.edu reporting informs the Leadership and Invest desks, most often on Corporate Governance, Shareholder Proposals, and Executive Compensation. At least 60 of our current stories draw on it.

Current stories

leadershipOne report1 publisher

Kahan and Rock expect some state to permit mandatory shareholder arbitration after the SEC's reversal

NYU law professors Marcel Kahan and Edward Rock expect some state to permit mandatory shareholder arbitration now that the SEC has dropped its opposition. They tie the effect on state charter competition to an assumption that a significant fraction of public companies will want it over time.

Reality

Evidence35
Adoption8
Hype gap+10
Incentives
Not scored
Confidence45
leadershipOne report1 publisher

Delaware short-circuited its expert corporate law council in 2025, two NYU professors say

NYU law professors Marcel Kahan and Edward Rock say Delaware's traditional Corporation Law Council process broke down in 2024 and 2025. Their paper counts two sets of significant new rules adopted by legislation within two years; incorporators now weigh legislative politics too.

Reality

Evidence40
Adoption
Not scored
Hype gap
Not scored
Incentives35
Confidence45
leadershipOne report1 publisher

Freshfields partner says AI agents challenge board reliance differently from LLMs

Freshfields partner Ethan Klingsberg says AI agents pose a different challenge than LLMs to the line between board reliance and delegation. His test asks for a supporting record and directors informed enough to rely on it, but the text available ends before it says how that applies to agents.

Reality

Evidence35
Adoption
Not scored
Hype gap
Not scored
Incentives30
Confidence45
leadershipOne report1 publisher

S&P 500 median CEO pay reaches $17.5 million in 2026 proxy filings

In 2026 proxy filings, the median CEO was paid $17.5 million in the S&P 500 and $7.1 million in the Russell 3000, up 6% and 7% on a year earlier. Equity carries most of the growth since 2021. The report puts investor scrutiny on exceptional awards, above-target payouts and executive security.

Reality

Evidence62
Adoption
Not scored
Hype gap−5
Incentives
Not scored
Confidence58
leadershipOne report1 publisher

Meta's board opposed a 2018 privacy committee proposal a year before the FTC ordered one

Meta's board rejected a 2018 shareholder call to study a privacy risk committee a year before the FTC fined the company $5 billion, an ICCR memo says. Outside holders backed the request at 45%, but Mark Zuckerberg's voting control cut the recorded tally to 11.55%, so the board's win mostly measured his vote.

Reality

Evidence40
Adoption
Not scored
Hype gap+35
Incentives65
Confidence45
investConfirmed15 publishers

SEC prices its crypto self-custody fallback at $433,833 a year per adviser

SEC estimates its proposed crypto self-custody fallback will cost each adviser that uses it $433,833 a year, and assumes about 823 firms will. After the CLARITY Act's Senate failure, that price helps decide which advisers can hold newly launched tokens for clients.

Perspective Coverage

15 publishers
Builder
Builder 21%
Operator
Operator 45%
Investor
Investor 34%

Reality

Evidence76
Adoption8
Hype gap+10
Incentives62
Confidence70
leadershipOne report1 publisher

DOJ's fraud division lists ten factors prosecutors must weigh before charging a company

DOJ's National Fraud Enforcement Division has told prosecutors to give "great weight" to 10 factors when deciding whether to charge a company with fraud. With every corporate case now routed through one new section, how fast a company finds and escalates misconduct shapes which options it keeps.

Reality

Evidence58
Adoption
Not scored
Hype gap+8
Incentives45
Confidence55
leadershipOne report1 publisher

Norges Bank Investment Management says the race for listings is eroding shareholder rights

Norges Bank Investment Management, a minority owner in more than 7,000 listed companies, says the race for listings is weakening investor protections. It says it will step up engagement on the issue, so exchanges that relax rules to win listings, and the companies that adopt those rules, face more pressure from a large minority holder.

Reality

Evidence40
Adoption
Not scored
Hype gap+15
Incentives65
Confidence55

Earlier coverage

  1. Six CARB listening sessions show where California's SB 253 emissions rules may bend

    Leadership · October 5, 2026 · One report1 publisher

  2. Shareholders approve most 2026 moves to Texas over ISS and Glass Lewis objections

    Leadership · October 2, 2026 · One report1 publisher

  3. SEC weighs three ways to open private markets to retail investors

    Leadership · October 1, 2026 · One report1 publisher

  4. Delaware court holds Verisk to its $2.35bn AccuLynx deal because its own choice caused the FTC delay

    Leadership · October 1, 2026 · One report1 publisher

  5. S&P 500 boards seat more CEOs as new appointments fall to the fewest since 2016

    Leadership · September 30, 2026 · One report1 publisher

  6. Divisive mergers move separation risk into the plan of division

    Leadership · September 30, 2026 · One report1 publisher

  7. Japan cuts its corporate governance code to 30 provisions to push boards toward growth

    Leadership · September 29, 2026 · One report1 publisher

  8. SEC proposes letting a filed 10-K replace the annual report sent with proxy statements

    Leadership · September 28, 2026 · One report1 publisher

  9. Wharton-CPA primer urges boards to take direct charge of corporate political spending

    Leadership · September 28, 2026 · One report1 publisher

  10. S&P 500 companies strip diversity data from sustainability reports they keep publishing

    Leadership · September 27, 2026 · One report1 publisher

  11. S&P 500 pay plans opposed by both ISS and Glass Lewis failed only 19% of the time in 2026

    Leadership · September 26, 2026 · One report1 publisher

  12. SEC lets AMM venues trade tokenized US stocks without exchange registration until 2031

    Leadership · September 25, 2026 · One report1 publisher

  13. The SEC moves to hand the shareholder-proposal process back to the states

    Leadership · September 23, 2026 · One report1 publisher

  14. Chancery puts the new Section 144 safe harbor out of reach for a board that briefed a recused CEO

    Leadership · September 24, 2026 · One report1 publisher

  15. European buyout sponsors changed chief executive in 69% of deals tracked to exit

    Leadership · September 23, 2026 · One report1 publisher

  16. A three-year FDA pact opens the agency's nonpublic file to SEC reviewers

    Leadership · September 22, 2026 · One report1 publisher

  17. Three years of clawback filings turned up 19 disclosed recoveries

    Leadership · September 22, 2026 · One report1 publisher

  18. Biopharma buyers put a contingent payout in more than half of 2025's public deals

    Leadership · September 21, 2026 · One report1 publisher

  19. Mayer Brown warns that a designated board seat exposes the investor who filled it

    Leadership · September 20, 2026 · One report1 publisher

  20. Health care tops the 2026 forced CEO exit table on eight months of data

    Leadership · September 19, 2026 · One report1 publisher

  21. DTCC's 23x5 trade-capture system goes live as Atkins presses case for 24-hour trading, with SIP and price-band work still in progress

    Leadership · September 18, 2026 · One report1 publisher

  22. A five-year SEC exemption lets tokenized NMS stocks trade in permissioned liquidity pools

    Leadership · September 17, 2026 · Confirmed2 publishers

  23. Sixteen Republican AGs sent four accounting firms thirty-eight document demands over climate disclosure

    Leadership · September 17, 2026 · One report1 publisher

  24. The new mark-to-market pay number tests 30 years of pay-at-risk orthodoxy

    Leadership · September 17, 2026 · One report1 publisher

  25. Scrapping Rule 14a-8 would push proxy gatekeeping into corporate bylaws

    Leadership · September 17, 2026 · One report1 publisher

  26. Shareholder Commons founder asks boards to negotiate a replacement for Rule 14a-8

    Leadership · September 16, 2026 · One report1 publisher

  27. FW Cook dates the window for changing 2027 pay design to late Q4 and early Q1

    Leadership · September 16, 2026 · One report1 publisher

  28. Personal security spread to a majority of S&P 500 CEOs within a single year

    Leadership · September 15, 2026 · One report1 publisher

  29. Fragmented proxy voting is making shareholder intent harder to predict

    Leadership · September 15, 2026 · One report1 publisher

  30. PwC assigns a piece of AI oversight to every board committee

    Leadership · September 14, 2026 · One report1 publisher

  31. A Goodwin memo puts crypto treasury companies on the shareholder activist target list

    Leadership · September 14, 2026 · One report1 publisher

  32. The SEC's Form 10-S would hand boards a reporting cadence decision they remake every year

    Leadership · September 13, 2026 · One report1 publisher

  33. Atkins rejects the idea that AI-readable filings justify wider disclosure mandates

    Leadership · September 12, 2026 · One report1 publisher

  34. The SEC has folded its accounting-fraud work into a single national enforcement unit

    Leadership · September 10, 2026 · One report1 publisher

  35. The SEC would let a crypto asset leave securities status once its issuer certifies development has ceased

    Leadership · September 11, 2026 · One report1 publisher

  36. One investor's 2026 resolutions cleared 25% support at 125 companies

    Leadership · September 10, 2026 · One report1 publisher

  37. Twenty years of French buyout data link pay compression to workforce turnover after buyouts

    Leadership · September 10, 2026 · One report1 publisher

  38. Investor appetite for ESG data pushes competing raters to cover the same ground

    Leadership · September 9, 2026 · One report1 publisher

  39. Chancery's Envestnet dismissal raises the price of pleading a conflicted banker

    Leadership · September 9, 2026 · One report1 publisher

  40. SEC moves to rescind the pay-to-play rule behind advisers' blanket contribution bans

    Leadership · September 9, 2026 · One report1 publisher