When President Trump signed this Executive Order over a year ago – in an effort to limit the power of independent agencies – Section 1 states that “all executive departments and agencies, including so-called independent agencies, shall submit for review all proposed and final significant regulatory actions to the Office of Information and Regulatory Affairs within the Executive Office of the President before publication in the Federal Registrar.”

And OIRA maintains this list of all regulatory actions currently under review, broken out by agency. OIRA received the SEC’s semi-annual reporting proposal on March 27th – and even though OIRA has 90 days to complete a review, it typically completes reviews in a fraction of that time. Hat tip to Liz Dunshee and this TheCorporateCounsel.net blog for noting this…

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According to the press release, Chairman Atkins will be joined by guests across the agency, government and industry, including fellow Commissioners, Division Directors, legal and policy experts, authors and corporate leaders – with the first 27-minute episode consisting of interviews with Commissioners Uyeda and Peirce, in which they discuss their careers at the agency and the work ahead…

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The countries impacted are those “organized and headquartered in Israel or any other foreign jurisdiction in the geographical region directly affected by the conflict” – and the FPIs seeking relief must “represent that their ability to comply with the March 18, 2026 filing deadline mandated by the Holding Foreign Insiders Accountable Act has been materially affected by the direct effects of the conflict.” Here’s the new no-action letter…

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The post What Foreign Issuers Should Know About SEC Trading Suspensions appeared first on The Governance Beat.

A key piece of evidence came from the CEO’s AI chatbot prompts, which exposed his true intent behind terminating seller executives and assuming operational control of the acquired company.  Acting on the AI chat’s suggestions, the CEO created an internal initiative called “Project X,” aimed at either renegotiating the earnout or executing a full takeover of the target company (as noted on page 33 of the court’s decision).

Vice Chancellor Will quoted the CEO’s AI chat conversation in quite a bit of detail. As noted on page 35 of the court’s decision, included in that was the AI chatbot’s detailed “Response Strategy to a No-Deal Scenario,” which included a “pressure or leverage package” of:

• Negotiation talking points
• Preemptive framing to attract customer trust
• Steps to lock down the target’s product rights
• Guidance on preparing materials for a potential legal defense
• A “two-handed strategy” combining hardball legal and financial pressure with softer support and incentive approaches

The CEO admitted during trial that he had deleted AI chat logs, raising additional concerns about intent and evidence preservation.

Although the opinion doesn’t seem to establish a new legal standard governing AI use, it does provide a compliance reminder that interacting with AI models isn’t necessarily privileged and may be subject to discovery.

The post Yes, Your CEO’s AI Prompts May Be Discoverable (and Can Be Problematic) appeared first on The Governance Beat.

1. Modernizing, rationalizing, and streamlining disclosure reports so that they are meaningful, understandable, and not a repellant to investors. Too many SEC requirements that began as a framework to inform have become instruments to obscure—drifting along the way from what a reasonable investor would consider important to what a regulator might find interesting. That is completely opposite of what should be the case since we are commanded by law to put the investor first.
   
2. Focused on ensuring that States, and not the SEC, regulate matters of corporate governance. Over time, the agency has used its disclosure authority to attempt to indirectly establish governance standards that state corporate law should and can address. We must stay in our lane as a disclosure agency and not be a merit regulator.
   
3. Allowing public companies to have litigation alternatives while maintaining an avenue for shareholders to continue to bring forth meritorious claims. At the SEC, we have been hard at work on executing this plan so that we can shield the innovator from the frivolous—and protect the investor from the fraudulent.

The post SEC Chairman Atkins (Again) Highlights Initiative to Make IPOs Attractive appeared first on The Governance Beat.

Trillium’s announcement included these six items to highlight there are ways other than litigation to pressure companies that intend to exclude proposals:

“1.  Protecting shareholder rights in a non-litigation form: Exclusion disputes are increasingly ending up in court. This outcome demonstrates that there can be credible and effective alternatives that protect shareholder rights.

2.  Clarifying the risk landscape for companies: When a proposal is omitted in this SEC-created vacuum, companies should be aware that they face multiple legal, governance, and reputational risks – including independent proxy solicitations. 

3.  Reinforcing that process choices have consequences: This outcome underscores that attempts to exclude legitimate and valid shareholder proposals can trigger alternative, bylaw-based routes and the prospect of a broader ballot.

4.  Setting an expectation for how exclusion disputes are handled: As the SEC’s posture shifts, the practical “rules of the road” are increasingly shaped by what companies do when challenged. This outcome sends a clear signal that exclusion in this new SEC regime is not a low-friction default and that investors can respond with credible escalation pathways.

5.  Protecting the shareholder voice and vote in an uncertain environment: In a period of reduced regulatory refereeing, boards have more responsibility to avoid actions that constrain shareholder voice. This outcome highlights that shareholders can and will use multiple available mechanisms to ensure important issues reach the proxy.?

6.  Demonstrating meaningful options without resorting to court: Investors are not confined to a binary choice between acquiescing to omission and filing suit. Without shifting the dispute to the judiciary, shareholders retain credible, well?established procedural tools, including independent solicitations, that can change the equation.”

The announcement also states, “We are proud to join other committed shareholders in the exploration of multiple paths to protect our rights as shareholders.”

The post Shareholder Proposals: Trillium’s Use of Non-Litigation to Negotiate an Inclusion appeared first on The Governance Beat.

1. CalPERS Proxy Voting Guidelines (abuse of Rule 14a-8 no-action letter process, ‘vote no’ campaigns and board’s AI oversight)
2. CalPERS Executive Compensation Analysis Framework (pay and long-term performance aligned and pay programs should be understandable and transparent)
3. T. Rowe Price Proxy Voting Guidelines (overboarding, board diversity, board composition)
4. T. Rowe Price 2026 Pre-AGM Season Review (first-time report that highlights policy updates and other observations)
5. CII’S Corporate Governance Policies (review whether jurisdiction meaningfully weakens shareholder protections and disclose specific standard that was weakened and board’s rationale for its decision)

The post A Number of Updated Investor Policies appeared first on The Governance Beat.

If you’re using a “sandboxed” AI model – i.e., your input isn’t placed into the public domain – here are seven ways that you might use AI during the annual meeting:

1. Review shareholder questions in the chat and propose responses: Ask AI to review incoming questions posted to a virtual shareholder meeting chat, combine duplicate questions, find relevant company talking points and propose a response for the speakers.
   
2. Keep abreast of the mood: Ask AI to assess sentiment in the chat and suggest ways to change the audience mood.
   
3. Be an in-depth directory for attendees, including shareholder proposal proponents: Ask AI to remind meeting organizers of who is in attendance, along with the interests of the various attendees (including shareholder proposal proponents). 
   
4. Take notes and provide a meeting summary: Ask AI to prepare draft meeting minutes and list follow-up actions. You will no doubt need to edit them – but if you give AI an example to follow, it will give you a better draft than if you don’t specify format, key points, etc.
   
5. Provide a suggested checklist for post-mortem meeting: Ask AI to generate a draft agenda for the planning team’s post-mortem meeting and suggest ways that it might be improved.
   
6. Provide suggestions for improving interactions with shareholders: Ask AI if it can suggest how any questions or comments could have been handled better. For example, would a different turn of phrase have worked better with the attendee who is from the “Save the Salamanders” group?
   
7. Provide suggestions in case of emergency: Ask AI to help if an emergency occurs by having AI review your emergency procedures and rules – as well as having it consider other ideas. For example, if a fire alarm goes off where the meeting is located, it might be faster to confer with AI instead of having someone flip through a binder trying to find the answer.

The post Seven Ways AI Can Help During Your Annual Shareholders Meeting appeared first on The Governance Beat.

“On March 20, 2026, the White House released its National Policy Framework for Artificial Intelligence (“the Framework”) outlining the administration’s recommended federal approach to AI regulation. The Framework is the most concrete statement yet of where the administration wants Congress to take federal AI policy. If Congress adopts this approach, it would reshape the US AI regulatory landscape, significantly affecting how companies navigate an already complex web of state, federal and global obligations.

The Framework is a follow-through from the December 11, 2025 executive order (EO) “Ensuring a National Policy Framework for Artificial Intelligence,” which we discussed in this December 12 alert. This new set of recommendations includes many elements that have previously been advocated for by the Trump administration, including preemption of some state AI laws, which was first included in early versions of the “One Big Beautiful Bill” legislation last year.

The Framework encourages Congress to pass laws protecting children and their data in the AI context, but leaves states with the ability to enforce their generally applicable child protection laws. Importantly, the Framework specifically states that Congress should not preempt consumer protection laws that may apply to AI, which is one of the primary bases on which states are regulating the consumer-facing AI industry.

In other areas, the Framework generally supports the AI industry, promotes AI adoption through measures like regulatory sandboxes, and discourages new regulatory regimes or agencies specific to AI. The Framework also states that the Trump administration believes training on copyrighted material does not violate copyright laws but recommends leaving the courts to resolve the issue in specific cases and contexts. It generally encourages Congress to enable a nonmandatory licensing framework for training data.”

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