USA Trends and Developments Contributed by: Piotr Korzynski, Mark Mandel, Michael Pilo and Carol Stubblefield, Baker McKenzie
governance advice. Carol also advises on mergers and acquisitions, including complex cross-border acquisitions and divestitures, as well as related pre- and post-transaction restructurings. Her practice combines capital markets, governance and transactional experience across a broad range of corporate matters.
Baker McKenzie 300 East Randolph Street, Suite 5000 Chicago Illinois 60601 United States Tel: +1 312 861 3729 Email: piotr.korzynski@bakermckenzie.com Web: www.bakermckenzie.com
US corporate governance developments in 2026 might best be characterised as the crest of a gathering wave, with the Securities and Exchange Commission’s (SEC) regulatory shift to simplify and rationalise public com - pany reporting and compliance moving into full swing, activism remaining potent but becoming more tacti - cally varied, and boards facing clearer choices among Delaware, Texas and Nevada for governance models that emphasise different priorities after an extended and active period of legislative development and com - petition. For public companies, as the wave recedes, the revealed governance landscape is not quite the familiar terrain it might have been and is rather more complex to navigate, for everything from incorpora - tion to deal execution to shareholder engagement to litigation exposure and beyond. In other words, corporate governance in the United States is becoming less uniform. For many years, public companies could generally assume that the centre of gravity would remain with Delaware law, that conventional proxy season engagement practices would largely suffice and that a relatively settled fed - eral securities framework would apply. In 2026, these assumptions are being tested, if not entirely rewritten.
The governance environment is now being shaped by a combination of federal regulatory recalibration, more targeted activism, and increasingly meaningful com - petition among states to define the rights and liabili - ties of boards, officers, controllers and stockholders. For boards and management teams, the practical message is straightforward: US corporate govern - ance is becoming more strategic and more jurisdic - tion-specific. The questions that matter most are not only whether a company is compliant, but whether its governance model is well-matched to its inves - tor base, capital markets profile, litigation exposure and likely transaction activity. That is particularly true for companies that may face M&A pressure, activist scrutiny or debate over their state of incorporation. Several themes stand out in this evolving governance landscape. • First, the SEC has continued to reshape market practice without always resorting to formal notice- and-comment rulemaking, particularly in the M&A and shareholder engagement space.
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