United States: Corporate Governance

Artificial intelligence is transforming boardroom governance, enabling directors to research, draft, and analyze information with unprecedented efficiency. However, this convenience introduces significant risks...

In Corporate Woods 15, LLC v. West Bradford Corp., 2026 NY Slip Op 51642(U) (Sup Ct, Albany County Sept. 23, 2026), Justice Richard Platkin confronted that question in a dispute involving a century old, family-owned commercial real estate enterprise, multiple affiliated limited liability companies, and a proposed dissolution of a holding company that threatened to trigger a “flow down” liquidation of the underlying realty businesses in which the holding company was a member.

Recent court decisions reveal how Special Litigation Committees can effectively navigate shareholder derivative claims when committee members demonstrate true independence and conduct rigorous investigations. The success of these powerful corporate governance tools hinges on careful management of discovery, privilege issues, and transparent documentation that earns judicial deference.

The SEC has proposed rescinding Rule 14a-8, which would eliminate federal oversight of shareholder proposals and shift governance entirely to state corporate law. Companies face a period of regulatory uncertainty as states develop their own frameworks, requiring immediate review of advance notice bylaws and close monitoring of legislative developments in their state of incorporation.

Two September 2026 developments from the Commodity Futures Trading Commission—a new award presumption rule and over $150 million in whistleblower awards—underscore the competitive pressure on internal reporting channels. Organizations in CFTC-regulated markets must ensure their intake, escalation, preservation, and anti-retaliation controls are credible enough to compete with an established external program that has now awarded more than $580 million since 2014.

The SEC staff's decision to stop reviewing shareholder proposal exclusions has fundamentally altered the risk calculus for companies. While this hands-off approach initially appeared to give companies more freedom, it has introduced new challenges including heightened litigation risk, potential bylaw-based proxy contests, and reputational concerns that boards must carefully weigh when deciding whether to exclude proposals from their proxy statements.

The US Securities and Exchange Commission has proposed significant amendments to modernize proxy solicitation rules, including eliminating annual report delivery requirements, shortening broker search periods from 20 to 5 business days, and rescinding notices of exempt solicitation. These changes aim to reduce redundancy and reflect technological advances in market practices.

SpaceX's groundbreaking IPO introduced an unusually comprehensive shareholder dispute-resolution regime in its bylaws, establishing a multilayered system that determines where shareholder disputes must be brought, when arbitration is required, and whether shareholders may proceed on a class basis. This novel approach raises significant legal questions about the intersection of corporate law, federal arbitration policy, securities law, and class action practice that could reshape shareholder dispute resoluti

The SEC has proposed eliminating Rule 14a-8, which has required companies to include qualifying shareholder proposals in proxy materials since 1942, potentially reshaping decades of shareholder engagement practice. Companion amendments would expand companies' discretionary voting authority while introducing new opt-out mechanisms for individual shareholders.