Deloitte’s Center for Board Effectiveness recently issued its report on board governance in 2026. The report addresses the topics that are likely to be on the agenda for boards during the upcoming year and suggests strategies that help position boards to better address the challenges they face. Board topics identified by Deloitte include economic and geopolitical volatility, AI and emerging tech governance, cybersecurity, and human capital management – particularly CEO succession. Here’s an excerpt from the report’s discussion of that topic:
According to the 2025 Spencer Stuart Board Index, CEO turnover at S&P 500 companies rose nearly 30% from 2024, to 61 new appointments in 2025 from 47 the year before.2 The report indicates many of these appointments involved internal promotions and first-time leaders. It also indicates a slight decrease in average tenure for departing leaders, with approximately one-third serving in their roles for less than five years.
A Russell Reynolds report indicates a trend toward elevated levels of CEO turnover and shortening tenures globally as well. Taken together, these data points indicate an increase in CEO turnover that should prompt boards to evaluate their approach to succession planning and consider whether the board is adequately prepared to deftly manage these changes in leadership at the top of the organization.
If CEO and other management succession topics are on your plate this year, be sure to check out our recent webcast, “The Secret of My Success: Best Practices for Management Succession Planning,” which is available for free on demand to members of TheCorporateCounsel.net. Not a member? We can fix that. Contact us today at info@ccrcorp.com or call 800.737.1271 to sign up for a no-risk trial.
The DOJ hasn’t made any secret of its plans to swing the False Claims Act club at companies that it believes engage in DEI programs that run afoul of federal civil rights laws. In a recent “D&D Diary” blog, Kevin LaCroix says that the Trump Administration’s use of the FCA in this manner creates all sorts of issues under D&O policies:
From a D&O insurance perspective, there are many concerns here. The first is, as I have noted previously on this site (most recently here), FCA claims are an awkward fit with the typical D&O insurance policy. There is in fact a long history of D&O insurance coverage disputes arising in connection with underlying FCA claims. (Refer, for example, here.) Notice timing issues are common.
Coverage for FCA claims under public company D&O insurance may be limited because the FCA claims are typically entity only claims, but the public company D&O insurance policy provides coverage only for securities claims (which the FCA action is not). The D&O insurers often contend that FCA claims are essentially non-covered contract disputes, or stem from excluded professional services liability issues.
Kevin says that the good news is that the authority increasingly appears to support of the conclusion that D&O insurers must cover FCA claims. However, he points out that the government’s use of the FCA in this area may also increase companies’ vulnerability to follow-on securities class action claims.
In another step toward the mainstreaming of all things crypto, the NYSE announced that it plans to launch a 24/7 trading platform for tokenized securities. Here’s an excerpt from the NYSE’s parent company’s press release with some details about the platform:
NYSE’s new digital platform will enable tokenized trading experiences, including 24/7 operations, instant settlement, orders sized in dollar amounts, and stablecoin-based funding. Its design combines the NYSE’s cutting-edge Pillar matching engine with blockchain-based post-trade systems, including the capability to support multiple chains for settlement and custody.
Subject to regulatory approvals, the platform will power a new NYSE venue that supports trading of tokenized shares fungible with traditionally issued securities as well as tokens natively issued as digital securities. Tokenized shareholders will participate in traditional shareholder dividends and governance rights. The venue is designed to align with established principles for market structure, with distribution via non-discriminatory access to all qualified broker-dealers.
A WSJ article about the initiative notes that some crypto firms have launched tokens that track popular stocks and trade 24/7 on exchanges outside the US. However, those platforms have been plagued by price deviations between the tokens and the underlying stocks. The WSJ says that if the platform receives regulatory approval, it could be used by blue-chip companies to issue tokenized versions of their stock that would be accessible to U.S. investors.
Yesterday, the SEC announced that Christina Thomas will rejoin the agency to as Deputy Director of the Division of Corporation Finance and chief advisor on disclosure, policy, and rulemaking. Christina is currently a partner at Kirkland & Ellis and previously served as a senior advisor at the SEC, most recently as Counsel to SEC Commissioner Elad L. Roisman. Here’s an excerpt from the SEC’s press release announcing her appointment:
“Christina brings her deep technical experience in disclosure, compliance, and international securities law back to the Commission at a critical time,” said SEC Chairman Paul S. Atkins. “Her expertise will contribute meaningfully to the Division’s goals of facilitating capital formation and protecting investors in the modern operating environment.”
“Christina is a talented attorney with a deep understanding of corporate disclosure matters,” said James Moloney, Director of the Division of Corporation Finance. “Her experience, intellect, and practical ideas will be wonderful assets to our work in the Division and will support the Commission’s mission.”
With the SEC contemplating an overhaul of both the executive compensation disclosure rules and Regulation S-K, Christina is certain to have a lot on her plate. Fortunately, she’ll have some help, because the SEC separately announced the members of the team of senior Corp Fin staff who will be responsible for advising Director Jim Moloney on all matters the Division has before the Commission, “including rulemaking efforts, corporate disclosure matters, and all day-to-day operations needed to fulfill the SEC’s mission.”
Over on Cooley’s CapitalXchange Blog, Liz recently posted about a Nasdaq proposal to amend Rules 5450 and 5550 to impose a $5 million minimum market cap requirement on companies listed on Nasdaq’s Global and Capital Markets. Here’s an excerpt from her blog with some details about the proposal:
Nasdaq has proposed a new continued listing standard for companies listed on its Global and Capital Markets tiers. The proposed rule, which would amend existing Rules 5450 and 5550, would require these companies to maintain a minimum Market Value of Listed Securities of at least $5 million.
Nasdaq believes that once the market identifies significant problems in a company by assigning a very low market value, that company is no longer appropriate for continued listing and trading on Nasdaq because challenges facing such companies, generally, are not temporary and may be so severe that the company is not likely to regain compliance within a compliance period and sustain compliance thereafter. In Nasdaq’s view, it is also more difficult for market makers to make markets in the securities of these nano-caps, and for there to be a fair and orderly market.
Nasdaq is also proposing an amendment to Rule 5810 that would suspend trading and immediately delist from Nasdaq the securities of companies that do not satisfy the proposed new market cap requirement for 30 consecutive business days. The staff’s delisting notice would inform the company that its securities are immediately suspended from trading and subject to delisting.
Companies would not have a cure period to regain compliance with the market cap standard or be entitled to any stay in effectiveness. A company would be permitted to appeal the delisting decision to the Hearings Panel, but its securities would generally trade on the over-the-counter market while the review is pending, rather than on the exchange, and the Hearings Panel would not be able to grant an exception to the continued listing standard.
The rule proposal would also tie the Hearings Panel’s hands pretty tightly – it could overturn a delisting decision only if it finds that Nasdaq got the math wrong and the company never actually failed to satisfy the minimum market cap requirement. Other matters, such as the company’s subsequently regaining compliance with the requirement, could not be considered by the Panel.
This hasn’t hit the SEC’s website yet, but keep an eye out for it. Also, Liz’s blog covers a bunch of other recent Nasdaq rulemaking, so be sure to check out the whole thing.
We’ve blogged a few times about New York’s Martin Act and the NY AG’s eagerness to capitalize on statute’s seemingly limitless scope (see 2nd & 3rd blogs). Last week, the NYT reported that NY AG Letitia James has recently trotted out the Martin Act to target an area usually addressed by the feds – insider trading. Here’s an excerpt:
Attorney General Letitia James of New York filed an insider trading lawsuit on Thursday against a former biotech chief executive, accusing him of turning a $7.6 million profit on the sale of the company’s stock before the public learned that millions of doses of a Covid-19 vaccine were contaminated.
Filed in a New York State court, the lawsuit said that Robert G. Kramer, who was the chief executive of Emergent BioSolutions, knew of the systemic problems involving a vaccine it was helping AstraZeneca produce as part of the federal government’s Operation Warp Speed when he exercised his stock options.
The vaccine makers had to discard the tainted material and suspend production, sending Emergent’s stock into a free fall from its high of $134.46 a share in August 2020, according to the lawsuit.
Aside from the legal action against Mr. Kramer, who retired from Emergent in 2023, Ms. James announced on Thursday that the company, which is based in Gaithersburg, Md., would pay $900,000 as part of a settlement in connection with the insider trading case.
The Times says that the AG alleges that the former CEO’s conduct violated the Martin Act, while the former CEO denies wrongdoing. Interestingly, this isn’t the first time NY has used the Martin Act to target insider trading. In 2021, AG James used the statute to compel testimony and document production in an insider trading investigation aimed at Eastman Kodak.
Tune in at 2:00 pm Eastern today – Tuesday, January 20th – for our annual 90-minute webcast, “The Latest: Your Upcoming Proxy Disclosures.” We’ll hear from Mark Borges of Compensia and CompensationStandards.com, Alan Dye of Hogan Lovells and Section16.net, Dave Lynn of Goodwin Procter and TheCorporateCounsel.net and Ron Mueller of Gibson Dunn on a variety of compensation “hot topics” – including:
– Status of SEC Executive Compensation Disclosure Requirements
– Other Possible Topics for SEC Review
– Incentive Compensation – Disclosure Considerations for Tariff Challenges and Discretionary Adjustments
– Executive Security and Other Key “Perks” Disclosures
– Investor Perspectives: “Homogenization” and Performance Equity
– Proxy Advisors – Impact of the Executive Order
– Proxy Advisors – Voting Policy Updates for 2026
– Proxy Advisors – Impact of Announced Move Towards “Customization” of Voting Policies
– Proxy Advisors – Status of Legal Challenges in Texas and Florida
– New Challenges with Shareholder Engagement
– Clawback Policies – Lessons from 2025
– Compensation-Related Shareholder Proposals in 2026
– ESG and DEI Goals: Impact of Shifting and Conflicting Perspectives
– Managing Stock Price Volatility When Granting Equity
Members of this site can attend this critical webcast at no charge. If you’re not yet a member, you can sign up by contacting our team at info@ccrcorp.com or at 800-737-1271.. Our “100-Day Promise” guarantees that during the first 100 days as an activated member, you may cancel for any reason and receive a full refund. The webcast cost for non-members is $595.
We will apply for CLE credit in all applicable states (with the exception of SC and NE who require advance notice) for this 1-hour webcast. You must submit your state and license number prior to or during the live program using this form. Attendees must participate in the live webcast and fully complete all the CLE credit survey links during the program. You will receive a CLE certificate from our CLE provider when your state issues approval; typically within 30 days of the webcast. All credits are pending state approval.
This program will also be eligible for on-demand CLE credit when the archive is posted, typically within 48 hours of the original air date. Instructions on how to qualify for on-demand CLE credit will be posted on the archive page.
Things had gotten a little quiet on the crypto front over the holidays, but now Corp Fin kicked off 2026 with a new no-action letter to an entity called MegPrime Holding LLC. The incoming letter describes the token that is the subject of the no-action relief as follows:
MegPrime Holding LLC is offering the MegPrime token as a tokenized reward solution intended to address the monthly household budget affordability needs of its users, which have increased in recent years. The rewards program will be built around the MegPrime token, which will be marketed as a crypto asset that users can spend in their day-to-day purchases and receive digital rewards in two different forms: (1) rewards in the form of additional MegPrime tokens and (2) points that represent, on a 1-to-1 basis, the amount of dollars spent with the MegPrime tokens (the “Rewards Program”). If users do not spend the MegPrime token with a merchant in a commercial transaction, they will not receive any rewards. MegPrime Holding LLC will sponsor the MegPrime token and manage the Rewards Program, with Megatel, including marketing the program and funding the associated rewards.
The incoming letter points out that “the MegPrime tokens represent a right or interest to receive consumption rewards offered by MegPrime Holding LLC based on the dollar amount of tokens a user spends, similar to how credit card rewards and points are created and used, based on a consumer’s level of spending.” Based on this structure, it is argued that the MegPrime tokens are not “investment contracts” under the Howey test and therefore are not securities for the purposes of the Securities Act or the Exchange Act. In response, the Division noted that it would not recommend enforcement action if the MegPrime tokens were offered and sold without registration under the Securities Act or the Exchange Act.
Yesterday, the SEC announced the appointment of J. Russell “Rusty” McGranahan as the agency’s General Counsel. The announcement notes:
Mr. McGranahan’s career spans 30 years at a number of top companies and firms. He was recently the General Counsel of the U.S. General Services Administration (GSA), setting the course for a number of key initiatives during the first 10 months of this Administration. Prior to GSA, Mr. McGranahan was the General Counsel of Focus Financial Partners, a wealth management firm. He was with Focus Financial for nine years, leading the legal function through an explosive period of growth, including its IPO in 2018 and going private transaction in 2023. Before Focus Financial, Mr. McGranahan spent nine years with BlackRock, serving as Managing Director, M&A Counsel, and Corporate Secretary.
Mr. McGranahan began his career at Skadden, Arps and at White & Case, and for three years was based in Eastern Europe where he worked on some of the first public offerings from the region.
Mr. McGranahan earned his J.D. from Yale Law School and his B.A., summa cum laude, in Economics and Politics from the Catholic University of America. Mr. McGranahan has also earned the Chartered Financial Analyst (CFA) designation.
Mr. McGranahan will join a storied group of individuals that have served as the SEC’s General Counsel. I was fortunate to have attended the SEC Historical Society’s “SEC Office of General Counsel” program back in November, which honored the legacy of the Society’s founder and the 26th Chairman of the SEC, Harvey L. Pitt, who was the youngest General Counsel in the agency’s history. The program featured SEC General Counsels who served from the early 1980s to present day, and it was a great exploration of fascinating SEC developments across those decades and the important role that the Office of General Counsel played as that history unfolded.
We recently posted the transcript for our “Anatomy of a Shelf Takedown” webcast, during which Era Anagnosti at DLA Piper, Amanda Rose at Fenwick & West and Andrew Thorpe at Gunderson Dettmer took a deep dive into the legal and practical issues involved in a shelf takedown of debt or equity securities. The webcast covered the following topics:
– Overview of the shelf registration process & mechanics of a shelf takedown
– Disclosure and compliance challenges
– Underwriting arrangements
– Liability and due diligence issues
– Offering-specific considerations
Members of the TheCorporateCounsel.net can access the transcript of this program. If you are not a member, email info@ccrcorp.com to sign up today and get access to the full transcript – or call us at 800.737.1271.
