United States: Corporate Governance

The FDA has issued revised draft guidance on demonstrating substantial evidence of effectiveness for drug and biological product applications, emphasizing when a single adequate and well-controlled clinical investigation combined with confirmatory evidence may satisfy regulatory standards. The guidance updates recommendations for meeting effectiveness requirements in new drug applications and biologics license applications, reflecting advances in biological understanding and data availability.

The SEC's Division of Corporation Finance has announced a significant policy shift regarding shareholder proposals under Rule 14a-8, fundamentally changing how companies and shareholders navigate the proxy process. This development eliminates a longstanding mechanism that provided regulatory guidance on proposal exclusions, creating new uncertainty for corporate governance practices. Companies must now adapt their approach to shareholder proposal challenges while continuing to meet filing requirements throu

The SEC establishes a specialized Financial Reporting and Accounting Unit within its Division of Enforcement to pursue accounting fraud and misconduct cases.

A California appellate court has ruled that Delaware corporations with principal operations in California cannot use exclusive forum selection clauses to avoid the state's broader shareholder inspection rights, even when their bylaws designate Delaware as the exclusive forum for internal affairs disputes. The decision creates uncertainty for Delaware corporations operating in California and raises questions about the interplay between forum selection provisions and state public policy protections for minori

Private equity ownership has become a defining feature of the modern insurance industry. Carriers, brokers, managing general agents (MGAs), third-party administrators (TPAs), insurtech companies, and service providers increasingly find themselves owned, backed, or influenced by private equity sponsors.

The Texas Business Court's July 2026 decision in Jeremiah Counsel Corporation v. Ben Young examines how courts navigate the tension between church autonomy principles and statutory corporate governance requirements when religious organizations incorporate under Texas law. This case explores whether Second Baptist Church of Houston properly amended its governing documents to eliminate member voting rights and what remedies, if any, are available to dissenting members under the Texas Business Organizations Co

Many small business owners have operating or shareholder agreements but haven't reviewed them since signing. These foundational governance documents become critically important during co-owner disputes, buyout negotiations, or company sales, yet gaps in provisions like drag-along rights, tag-along rights, and buy-sell mechanisms can derail transactions or reduce deal value.

Delaware's amended Sections 144 and 220, enacted in spring 2025, introduce statutory safe harbors for conflicted transactions and streamlined books and records access. After surviving a constitutional challenge, these provisions are now fully operational, offering corporations greater predictability in handling controller conflicts, board independence determinations, and stockholder inspection demands while reducing litigation burdens.

Competition law has evolved from a specialized legal domain into a critical enterprise risk that demands board-level attention. How can corporate directors effectively oversee antitrust compliance and protect their companies from regulatory exposure in an era of heightened enforcement?