Back when the SEC announced it was functionally no longer going to weigh in on whether companies may legally exclude shareholder proposals, I made a prediction in a number of spaces – except embarrassingly, I can’t remember which ones. Possibly podcasts, webinars, conferences, I’m sure someone remembers.

Which was: Companies now are in a heads-I-win, tails-you-lose position. They can exclude proposals, regardless of their legal basis for doing so. They can be confident that the SEC – which is now hostile to proposals – will not sue to force their inclusion. Very few shareholders will have the resources to sue over an improperly excluded proposal, and if any shareholder bothers, the company can simply moot the action by voluntarily agreeing to include the proposal even before filing an answer to a complaint. There is no risk to the company in simply excluding proposals, and waiting to see who sues.

And – behold!

AT&T said it would exclude a proposal offered by a variety of NYC pension funds asking for the company to disclose its EEOC-1, i.e., a form AT&T is required to submit to the federal government regarding the racial and gender makeup of its workforce. AT&T claimed…

I read with interest this FBI Most Wanted notice concerning a certain Joshua Link, who is accused of, well:

Joshua Robert Link is wanted for his alleged involvement in a fraud scheme between January of 2021 and December of 2023. Through his company, Agridime LLC, Link and his co-conspirators solicited cattle contracts from buyers throughout the United States. They told prospective buyers that Agridime would purchase cattle, care for and feed the cattle, have it processed, and sell the meat through Agridime’s distribution channels. Agridime offered investment returns from 15% to 32% to prospective cattle contract buyers. In reality, Agridime purchased only a fraction of the cattle. The scheme resulted in an approximate loss of $115 million to over 2,000 cattle contract buyers nationwide. On January 29, 2026, a federal arrest warrant was issued for Link in the United States District Court, Northern District of Texas, Fort Worth Division, after he was charged with Conspiracy to Commit Wire Fraud.

Upon further research, I discovered that the SEC had previously brought a civil action against him and his co-conspirators. As I understand the scheme, the fraudsters sold specific cattle to individual investors, promised to hold on to the cattle, raise, feed…

The Weinberg Center has launched a short, anonymous survey of law professors on normative views of the shareholder proposal system under Rule 14a-8. The survey may take about 10–12 minutes. A link to the survey is available here:

https://www.surveymonkey.com/r/YWPHSC2

 If you have any questions about the survey, you can reach out to Larry Cunningham.

It was reported this week that OpenAI has disbanded its mission alignment team, and fired a woman (ostensibly because she discriminated against men) who opposed adding an “Adult Mode” to ChatGPT. Meanwhile, a former OpenAI researcher published a NYT op-ed about the erosion of OpenAI’s principles.

Notably, these moves come after OpenAI’s contentious restructuring into a Delaware public benefit corporation, which required assurances to the AGs of California and Delaware that the new structure would remain true to OpenAI’s original nonprofit mission to develop AI for humanity’s benefit. The way this was supposed to occur was that OpenAI-the-nonprofit was given a golden share to control OpenAI-the-benefit-corporation’s board.

The available evidence suggests … the mission may have been redirected.

Now, maybe that’s because of the identity of the individuals appointed to OpenAI-the-nonprofit’s board, which include current and former tech execs, a private equity guy, a corporate lawyer, and Sam Altman. And certainly, there may be a broader lesson here about the general toothlessness of the benefit corporation form – we’re seeing similar issues at Anthropic, which is also organized as a benefit corporation.

But the problem likely runs deeper. For one thing, we all remember…

Last week, I flew out to NYC for a quick turnaround trip and a PLI panel about Reincorporations and Redomestications. It was a part of a two-day program on Mergers & Acquisitions 2026: Advanced Trends and Developments.

Our panel featured Steve Haas from Hunton , Charlotte Newell from Sidley, and Robert Rosenberg from Houlihan Lokey. You can access the panel from PLI’s website.

Both Hunton and Sidley have put out interesting things on corporate law issues that have been on my radar. Charlotte has covered Delaware litigation and has expertise on the current state of play there as Delaware lawyer. Steve recently drafted an article for the American Bar Association: Delaware Supreme Court Establishes Test for Reviewing Reincorporation Decisions.

Although I can’t speak for the other panelists here, I think we all expect that Delaware will remain king of the hill by a substantial margin. There have been some shifts and some companies moving, but Delaware will continue to grow both in terms of overall numbers from private entity formation, public company IPOs, and public companies deciding to move to Delaware from other jurisdictions. Delaware’s overall numbers depend on both DExits and DEntries. Companies sometimes shift their incorporation…

1.  Except as otherwise provided in subsection 2 and the articles of incorporation, a board of directors may authorize and the corporation may make distributions to the holders of any class or series of the capital stock of the corporation, including distributions on shares that are partially paid.

      2.  No distribution may be made if, after giving it effect:

      (a) The corporation would not be able to pay its debts as they become due in the usual course of business; or

      (b) Except

If Funko could not turn its products around quickly, it would be left with dead product in its warehouse that it could not sell. This scenario could cost Funko far more than just the loss accrued from the costs of manufacturing and transporting these unsellable products; dead inventory could clog up limited warehouse space and prevent Funko from properly storing new product, incur additional