So as long as we’re talking about semi-annual vs quarterly reporting – It has long been observed that the disclosure obligations of the federal securities laws function as sub rosa substantive governance regulation. The obligation to report necessarily carries with it an obligation of oversight; you can’t report what you don’t know.

Thus, a switch to semi-annual reporting may not simply mean less information to investors; it loosens the obligations of boards, and managers, to oversee the company. 

A new paper by Anne Tucker and Timothy Lytton demonstrates this point in the context of mutual fund disclosures.  After interviewing a variety of market players, including investment advisers, fund managers, compliance officers, and fund counsel, they conclude that it’s less important whether anyone reads the disclosures than the fact that the process of drafting them triggers legal and professional norms which end up substantively shaping mutual fund products.

We can extend the reasoning to the SEC’s announcement that it would pull back on enforcement over things like “retention of books and records, that consumed excessive Commission resources not commensurate with any measure of investor harm.”

Sure, maybe each individual violation doesn’t result in investor harm, but when companies know…

The pace of announcements has slowed a bit since the last update. My list now has 36 entries, five more since the last update. We have also had some significant vote results come in.

Submissions are now open for the 2026-27 series of the online Law & Finance Workshop. Submissions are due by the end of the day on Friday, July 3, 2026.

The Law & Finance Workshop was launched in Spring 2025 to create a space for more frequent discussion of scholarly works-in-progress in the field of law and finance, and to foster community among scholars working in this area. The workshop meets online once per month during the fall and spring semesters and is open to all interested scholars. Each workshop features a paper presentation followed by comments from a discussant and Q&A with participants. 

We welcome submissions from scholars across all relevant disciplines that examine the role of law and regulation in finance broadly defined, including household finance, corporate finance, and public finance. Interested scholars should submit their abstracts using this form no later than EOD onFriday, July 3, 2026. Selected authors must be ready to make complete drafts of their papers available for distribution one week prior to the scheduled date of the workshop.  

We look forward to seeing you in the fall.

Nikita Aggarwal, Caroline Bradley, & George Georgiev (organizing committee)

No not that one.

I speak of the proposed redomestication of Natural Gas Corporation from Colorado to Texas. As Bloomberg reported, ISS recommended in favor of the move, even though it had recommended against Exxon’s move, which prompted accusations of opacity.

(Exxon, ludicrously, argued that Glass Lewis and ISS objected to its move because of their litigation over Texas’s proxy advisor law, conveniently ignoring that well before Texas moved to insulate corporate managers and instigated its war on proxy advisors, Glass Lewis objected to Tesla’s move, and ISS only tentatively recommended in favor, specifically on the understanding that Texas’s legal protections for shareholders were, at that time, comparable to Delaware’s. Also, I note, under Texas law – currently on hold on First Amendment grounds – merely for recommending a vote against management based on governance considerations, Glass Lewis and ISS would have had to announce publicly that they do not provide advice solely in the financial interests of shareholders and notify Ken Paxton of their recommendation.)

Anyhoo, ISS’s change of heart for Natural Gas is interesting and worth unpacking. Natural Gas Corporation currently has a staggered board, which can only be destaggered by an overwhelming vote…

The Insurance, Legal Studies and Real Estate Department in the Terry College of Business at The University of Georgia invites applications for a tenure-track Assistant Professor position. The position will begin fall semester of 2027, with an anticipated employment start date of August 1, 2027.

More information about the the opportunity can be found here.

Well, it’s here, the SpaceX S-1.

I still haven’t gone through the whole thing, so I’m jumping specifically to the provisions limiting shareholder litigation rights. 

As we all know, Texas does plenty of that all on its own, by immunizing officers and directors against any liability absent a showing of “fraud, intentional misconduct, an ultra vires act, or a knowing violation of law,” and by allowing (as SpaceX will opt into) its corporations to bar derivative claims unless the plaintiff holds at least 3% of the outstanding stock.

Naturally, SpaceX proposes to go further, with various forum selection and arbitration clauses.

First, interestingly, SpaceX has chosen to put these in the bylaws, and not in the charter.  Why is this interesting?  As we all know, bylaws can be amended unilaterally by directors; charter amendments require a shareholder vote.  Back when the Delaware Supreme Court first authorized forum selection clauses governing federal securities claims in Salzberg v. Sciabacucchi, it did a very curious thing: first, it held these clauses would be treated as contractually binding in part because charters require a shareholder vote, and second, it held – with no further explanation – that bylaws are contractually binding as well.

I, of course, have long argued charters aren’t contracts, bylaws certainly aren’t contracts, and none of this can cover federal securities claims, etc etc, but after Salzberg, courts in other jurisdictions began to enforce forum selection provisions for federal securities claims, both in bylaws and charters, as contractually binding without much further thought (which I have angsted over repeatedly both in this blog, and in a paper).  My sense was always, courts – especially generalist courts with no corporate expertise – really didn’t want to be bothered with the issue, especially when forum selection, directing federal securities cases to federal court, didn’t seem particularly unreasonable.  Except that precedent exists now, that bylaws are contracts, as are charters, and that’s the precedent SpaceX will rest upon when it argues its arbitration bylaws are contracts.  We’ll see if courts apply any more scrutiny to the issue now, if they distinguish between bylaws and charters, or if perhaps they figure that so long as the company went public with the bylaws in place, there’s no need to draw a distinction and they can worry about that onion slicing when an arbitration bylaw is unilaterally adopted by a corporate board midstream.

Moving on, and here’s where it gets long because I need to block quote a buncha stuff, so under the cut it goes.

Institutional investors today have to think more about differences between jurisdictions to decide whether to vote in favor of proposals to move from one jurisdiction to another. The Council of Institutional Investors has been working to get up to speed on these issues and recently posted a chart and featured it on the Harvard Law School Forum on Corporate Governance. I gave some comments on an early version of the chart and know that they’re working in good faith to help investors understand the differences. I’m also a big fan of their podcast, the Voice of Corporate Governance which often has thoughtful takes and engagement.

The chart notes that although they “exercised due care in preparing this report, it does not guarantee the accuracy of the information.” It also asks readers to report errors or suggest additional features for comparison by emailing them. These charts will always be works in progress, continually updated as jurisdictions change over time.

Now that I’ve seen the final version, I’ve got some notes on it. Some of this draws from notes I sent earlier in the process and some of it is what I think people need to know now after looking at…