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Corporate Governance

Board and investor power balance, proxy voting, and oversight mechanisms.

Current stories

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

One pay program could draw different Glass Lewis Say on Pay calls from 2028

Glass Lewis proposes to replace its single benchmark voting policy with four perspectives from the 2028 US proxy season, Pay Governance reports. One pay program could draw different Say on Pay recommendations, so boards will need to tailor engagement to key shareholders.

Reality

Evidence50
Adoption
Not scored
Hype gap+10
Incentives
Not scored
Confidence55
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

Six companies disclose longer-horizon RSU plans for executives in 2026 proxies, FW Cook finds

FW Cook identified six companies whose 2026 proxy statements disclose moves to longer-horizon RSUs for executives. ISS's November 2025 policy change gave compensation committees more room to weight equity toward time-based awards.

Reality

Evidence40
Adoption15
Hype gap−5
Incentives45
Confidence55
leadershipOne report1 publisher

Sanderson's remuneration chair warns its biggest shareholder of legal action over pay questions

Sanderson Design Group director Patrick Lewis has warned its 14% shareholder, LBV, of possible defamation action over criticism of executive pay. LBV is seeking the chairwoman's removal on 29 October and has taken the exchange to shareholders.

Publishers:cityam.com

Reality

Evidence50
Adoption
Not scored
Hype gap
Not scored
Incentives70
Confidence55
leadershipOne report1 publisher

Two shareholder advocates argue companies are better off with Rule 14a-8 than without it

Comments on the SEC's proposal to rescind Rule 14a-8 in its entirety are due November 20, 2026. Two shareholder advocates argue that companies tempted to welcome repeal would be giving up the rule's written grounds for excluding proposals.

Reality

Evidence40
Adoption
Not scored
Hype gap
Not scored
Incentives75
Confidence45
leadershipOne report1 publisher

Governance proposals now lead shareholder filings as the SEC proposes to end Rule 14a-8

Sullivan & Cromwell reports that governance proposals were the majority of Rule 14a-8 submissions in H1 2026 for the first time since 2012. The SEC's plan to eliminate the rule leaves the right to file for the core 2027 proxy season intact, the firm says.

Reality

Evidence58
Adoption
Not scored
Hype gap
Not scored
Incentives
Not scored
Confidence60
investOne report1 publisher

Women's board representation fell for the first time in more than a decade

Women's share of C-suite and board roles has stalled at about 30%, with board representation down for the first time in more than a decade, Fortune reported. Women-led Fortune 500 companies rose to 56 (11.2%), a count we think trails the promotions behind it.

Publishers:fortune.com

Reality

Evidence45
Adoption
Not scored
Hype gap+10
Incentives35
Confidence55
investOne report1 publisher

Executives call risk management an advantage at one-sixth the rate they report rising risk

AICPA and NC State found 69% of 331 executives say risk complexity rose significantly in five years, but only 11% see risk management as an advantage. Just 29% have a formal risk appetite for strategic planning.

Reality

Evidence50
Adoption
Not scored
Hype gap+10
Incentives60
Confidence55
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

Sanderson's board fights a 12% shareholder's push to remove chair Dame Dianne Thompson

LBV Asset Management, which holds 12% of Sanderson Design Group, is pushing to remove chair Dame Dianne Thompson before an emergency meeting on 29 October. The board is fighting the motions, and the vote will show whether holders put half-year results ahead of complaints about pay and spending.

Publishers:cityam.com

Reality

Evidence45
Adoption
Not scored
Hype gap
Not scored
Incentives70
Confidence50
leadershipOne report1 publisher

Half of 2026's activist campaigns hit industrial and technology companies, Barclays finds

Activists aimed a record 82% of their 179 campaigns this year at five sectors, led by industrials and technology, according to Barclays. Fewer funds are running those campaigns, so boards in industrials and technology face a smaller and slightly busier pool of challengers.

Reality

Evidence50
Adoption
Not scored
Hype gap+5
Incentives35
Confidence55
leadershipOne report1 publisher

Sanderson investor with a 14% stake seeks a chair who can stay through a long turnaround

LBV Asset Management, which owns about 14% of Sanderson Design Group, is pushing to remove Dame Dianne Thompson as chair and director, City AM reported. The fund says a long turnaround needs a chair with years left in the role, whatever her record.

Publishers:cityam.com

Reality

Evidence45
Adoption
Not scored
Hype gap+15
Incentives70
Confidence50
productConfirmed3 publishers

Tim Cook timed his exit so John Ternus would open his tenure with the iPhone Duo

Tim Cook says he handed Apple's CEO job to John Ternus days before the iPhone Duo unveiling so Ternus would have 'wind at his back.' By Cook's own account the phone is still a few weeks from buyers, so Ternus gets the launch attention now and will answer for the results later.

Perspective Coverage

4 publishers
Builder
Builder 15%
Operator
Operator 51%
Investor
Investor 34%

Reality

Evidence55
Adoption
Not scored
Hype gap+25
Incentives65
Confidence60
leadershipOne report1 publisher

Silicon Valley say-on-pay support edged past the S&P 100's in the 2026 proxy season

Silicon Valley 150 companies averaged 89.2% say-on-pay support in 2026 against 88.1% at the S&P 100, a Fenwick & West survey found. The Valley also had more failed pay votes and weaker director floors, so its boards have a wider range of outcomes to plan against for 2027.

Reality

Evidence66
Adoption
Not scored
Hype gap0
Incentives30
Confidence62
leadershipOne report1 publisher

Venture investors keep stakes and board seats for years after US IPOs

Venture investors held over 5% of the median US venture-backed company for three to four years after listing, a study of 844 IPOs from 2002 to 2020 finds. Their boards run on control shared between funds, founders and outsiders well past the lock-up.

Reality

Evidence55
Adoption
Not scored
Hype gap+5
Incentives30
Confidence55
investOne report1 publisher

Korea's top court lets shareholders solicit one-meeting proxies without a 5% stake filing

South Korea's Supreme Court ruled that gathering proxies for one meeting does not make shareholders joint holders under the 5% disclosure rule. A group owning under 5% can collect revocable proxies and vote them without filing a stake report.

Publishers:en.sedaily.com

Reality

Evidence55
Adoption
Not scored
Hype gap+5
Incentives
Not scored
Confidence55
leadershipOne report1 publisher

Bob Chapek says Disney's board sided with a predecessor who wanted his job back

Bob Chapek, fired as Disney CEO after less than three years, says he would turn the job down if offered again. He blames a board that brought back Bob Iger, who now sits on it while Josh D'Amaro runs the company.

Reality

Evidence45
Adoption
Not scored
Hype gap+20
Incentives70
Confidence55

Earlier coverage

  1. Matt Mullenweg fills Automattic's board with two authors and two IRL co-founders after a failed ouster

    Product · September 25, 2026 · Confirmed2 publishers

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

    Leadership · September 22, 2026 · One report1 publisher

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

    Leadership · September 19, 2026 · One report1 publisher

  4. Berkshire split culture from control before handing the chairmanship to Howard Buffett

    Leadership · September 19, 2026 · Confirmed2 publishers

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

    Leadership · September 17, 2026 · One report1 publisher

  6. Automattic's CFO held the CEO job for 2,000 minutes

    Build · September 16, 2026 · One report1 publisher

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

    Leadership · September 15, 2026 · One report1 publisher

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

    Leadership · September 10, 2026 · One report1 publisher

  9. DOJ retires the 1987 letter that underwrote ISS's antitrust comfort

    Leadership · September 8, 2026 · One report1 publisher

  10. Apple prices its executive chair at 81 cents on the CEO's dollar

    Invest · September 2, 2026 · Confirmed11 publishers