The Voice of Corporate Governance

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from September 1 to October 9, 2026. Some of the topics addressed include:

• The SEC's proposed rules to rescind Rule 14a-8, the rule regulating inclusion of shareholder proposals in companies’ proxy materials
• CII's amicus brief urging the 7th Circuit Court of appeals court to affirm the Indiana federal district court’s ruling against Indiana law H.B. 1273 "Requirements for proxy advisors"
• Perspectives from former SEC commissioners Kara Stein and Troy Paredes on the commission's work during their tenures and going forward

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from July 30 to September 1, 2026. Some of the topics addressed include:

1. The U.S. Securities and Exchange Commission's (SEC) Aug. 14 announcement that it will no longer respond to shareholder proposal no-action requests from companies, and CII Executive Director Glenn Davis's statement that the decision marks a setback for shareholder voice and removes a process that has long provided predictability and reduced litigation risk.
2. CII's comment letter to the SEC opposing the Texas Stock Exchange's (TXSE) proposal to require brokers to vote uninstructed shares in proportion to the instructions received from shareholders who already voted, which CII warned could amplify the voting power of active shareholders and create particular concerns at dual-class companies and in contested votes.
3. CII's Aug. 13 comment letter to the SEC urging the Commission not to rescind Rule 611 of Regulation National Market System, which generally prevents orders from being executed at prices worse than the best displayed exchange quote.

In this episode, CII General Counsel Jeff Mahoney sits down with Benjamin Edwards, Associate Dean for Faculty Development and Research and Professor of Law at the UNLV William S. Boyd School of Law, and Senior Of Counsel at Wilson Sonsini Goodrich & Rosati. They discuss recent trends in reincorporations between Delaware, Nevada, and Texas, and key differences between Delaware and Nevada corporate law that investors should be aware of before voting on proposed reincorporations.

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from July 2-30, 2026. Some of the topics addressed include:

1. CII’s comment letter to the U.S. Securities and Exchange Commission (SEC or Commission) opposing the Commission’s May 2026 proposal to re-write filer-status categories for public companies
2. Representative Sean Casten (Illinois-6) introduced legislation endorsed by the Council of Institutional Investors and 14 CII members that would require, consistent with CII membership approved policies, companies with two or more classes of stock to disclose vote tallies that include a breakdown of results by class
3. CII’s comment letter to the SEC opposing the Commission’s May 2026 proposal to rescind the SEC’s 2024 climate disclosure rules 
   
   

In this episode, CII’s General Counsel Jeff Mahoney sits down with the co-hosts of the Shareholder Primacy podcast, Ann Lipton and Michael Levin, to get their views on reincorporations. Ann and Michael illustrate what they believe should be the key considerations for a long-term shareholder when voting on whether to approve a reincorporation of a hypothetical Delaware public company to (1) Nevada, (2) Texas, and/or (3) the Cayman Islands. Ann and Michael also rank the order their preferred reincorporation destinations and explain their rationales.

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from May 28 to July 2, 2026. Some of the topics addressed include: leadership vacancies at the SEC, FDIC, and Export-Import Bank, CII's letter to SpaceX on its IPO, and the CII's letters to the SEC on the Commission's Draft Strategic Plan, proposal to replace quarterly reporting with semi-annual reporting, and Nasdaq's proposal for additional listing criteria for Chinese companies. CII's letters can be found here.

In this episode, CII General Counsel Jeff Mahoney sits down with Michal Barzuza, a Professor of Law at the University of Virginia School of Law. Professor Barzuza is the author of a recent article "Nevada v. Delaware," which compares and contrasts the corporate laws of Nevada and Delaware.  Among the topics discussed on this episode: (1) the Professor’s views on the key factors that institutional investor should consider when voting on a proposed reincorporation from Delaware to Nevada; (2) the Professor’s research findings regarding the accounting practices of Nevada companies; and (3) the Professor’s recommendation that either the courts or federal law should require a supporting vote by a majority of the minority of shareholders as a condition for reincorporation.

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from April 30 to May 28, 2026. Some of the topics addressed include: CII’s letter to the PCAOB on its 2026-2030 strategic plan, shareholders voting against say-on-pay proposals, and the SEC’s proposed reductions to public companies’ reporting requirements.

In this episode, CII General Counsel Jeff Mahoney interviews Lucian Bebchuk, the James Barr Ames Professor of Law, Economics, and Finance, and Director of the Program on Corporate Governance at Harvard Law School and Kobi Kastiel, Professor of Law at Tel Aviv University. Professors Bebchuk and Kastiel are the co-authors of a recently issued research article, forthcoming in the Texas Law Review, entitled the “Controllers Unbound,” which analyzes how the relaxation of constraints on controlling shareholders at public companies incorporated in Delaware is expected to affect investors and the economy.  The article identifies risks for both public investors and the broader economy that may raise concern for those interested in investor protection and economic performance.

In this episode, CII General Counsel Jeff Mahoney sits down with Edward Rock, the Martin Lipton Professor of Law, and Director of the Institute for Corporate Governance & Finance, at the NYU School of Law. Professor Rock is the co-author of a recent research paper entitled "The New Political Economy of Delaware Corporate Lawmaking." The paper discusses how changes in the capital and legal markets, particularly the rise of dual-class controlled companies, are reshaping the state’s lawmaking process. To address these changes, the authors propose replacing the current “Corporation Law Council” with a legislatively created “Corporation Law Commission” that prioritizes the creation of a balanced and technically excellent corporate law over making changes that serve immediate client interests.