Natalie Bannerman
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People moves: Kyndryl names interim general counsel amid CFO departure and accounting review
Plus Cloudflare, Milestone Pharmaceuticals and Viatris make new leadership changes IT Infrastructure services provider Kyndryl has appointed Mark Ringes as interim general counselfollowing the departure of Edward Sebold. Prior to his appointment, Ringes has served as the company’s SVP, deputy general counsel since 2024. Before joining Kyndryl, he served as VP, assistant general counsel at IBM for over 25 years. Sebold’s exit coincides with the departure of CFO David Wyshnerand a change in role for Vineet Khurana, who has stepped down from his position as SVP and global controller to assume a different role at Kyndryl. They are succeeded respectively…
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Delaware Supreme Court reversal on Moelis case to reshape stockholder agreement risk
The latest decision sets a new benchmark for how long-standing governance arrangements can be challenged Last month, the Delaware Supreme Court unanimously reversed a closely watched Court of Chancery decision involving Moelis & Company and its stockholder agreement. The lower court had invalidated key provisions of that agreement, finding that they improperly restricted the board of directors’ authority under Delaware law. The Supreme Court resolved the case on narrower procedural grounds and did not reach that core governance question. Instead, it held that the challenged provisions were voidable – rather than void – and that the stockholder’s lawsuit was brought…
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The week in GRC: Disney adds three anti-ESG proposals to 2026 AGM as the FTC issues warnings to law firms over DEI practices
This week’s governance, compliance and risk-management stories from around the web – The Walt Disney Company has agreed to include three SEC shareholder proposals from anti-ESG proponents in its 2026 AGM materials after previously filing ‘no-action’ requests to exclude them. Disney’s AGM is scheduled for 18 March 2026 and will feature four proposals in total, with three backed by groups such as the National Center for Public Policy Research (NCPPR), National Legal and Policy Center (NLPC) and Bowyer Research. The moves follow the SEC’s decision not to respond to no-action requests during the 2026 proxy season, leaving companies with greater…
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AI is already embedded in the boardroom, but inaction is the greater liability, governance experts warn
As companies continue to experiment with AI, the topic of what its role means for governance was the focus of a recent Governance Intelligence briefing AI is no longer a future consideration for boards but very much a current concern. According to speakers at Governance Intelligence’s briefing – AI in the boardroom: what governance teams need to know in 2026 – held in partnership withDiligent, the technology is already embedded in boardroom behavior. The speakers agreed that the real risk for governance professionals heading into 2026 is not misuse, but inaction. From the outset, the most striking takeaway was the…
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People moves: Jonathan Kuai promoted to legal chief at Korn Ferry
Plus Stanley Black & Decker, SiriusXM and Rolls-Royce add to their legal teams Global consulting firm Korn Ferry has promoted Jonathan Kuai to the position of chief people and legal officer. Kaui was formerly general counsel, corporate secretary and managing director of ESG and business affairs at the company. After joining Korn Ferry in 2010, it was under his tenure that the company won the trophy for best proxy statement (mid-cap) at the 2025 Corporate Governance Awards in New York. In a LinkedIn post, Kuai writes: ‘I am deeply humbled and honored to step into the role of Korn Ferry’s…
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Academics put pressure on SEC for formal rules on foreign insider disclosures under HFIAA
A rulemaking petition is urging the regulator to close long standing disclosure gaps for insiders at foreign companies On the latest episode of the Governance Matters podcast, senior reporter Natalie Bannermanrounds up the most compelling stories from the end of 2025 well into the new year. Top of the bill are President Trump’s proxy advisor executive order targeting ISS and Glass Lewis and the changes to Rule 14a-8, the shareholder proposal rule which will change the outlook for the 2026 proxy season. Elsewhere, we look at how California’s AI legislation will curb lawyers’ use of generative technologies, the sharp shift…
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The week in GRC: Wells Fargo brings its shareholder voting recommendations in-house as SEC dismisses Gemini crypto lawsuit
This week’s governance, compliance and risk-management stories from around the web – Wells Fargo’s wealth and investment management division has ended its relationship with proxy advisory firm ISS, ahead of the 2026 proxy season. Instead of relying on ISS’s external recommendations on shareholder votes, the bank will now use an internal system powered by its own policies and supported by technology from Broadridge Financial Solutions. As reported by the The Wall Street Journal (paywall), the news comes as conservative lawmakers and business leaders argue that proxy advisory firms overly emphasize social and climate issues, sometimes at odds with corporate boards.…
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As You Sow leads criticism of SEC’s updated restrictions on smaller shareholders
The SEC quietly updates its Compliance and Disclosure Interpretations to roll back a filing that arguably silences the majority of investors As You Sow has led a chorus of critics after the SEC reversed its long-standing practice of allowing smaller shareholders to file Notices of Exempt Solicitation on the SEC’s EDGAR system, calling the move a ‘significant setback for shareholder democracy and informed capital markets.’ This change was carried out via a revision to Question 126.06 of the SEC staff’s Compliance and Disclosure Interpretations (C&DIs) on proxy rules. Andy Behar, CEO of As You Sow, is among the voices criticizing…
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People moves: Bruce Czachor joins Stardust Power as new general counsel
Plus LB Pharmaceuticals, Central Garden & Pet Company and Homeland Nickel expand their legal teams Thinking back to last year, it was during the WSJ Leadership Institute’s inaugural Board of Directors Council Summit that Dan Schulman, CEO of Verizon Communications, captured the defining governance challenge now facing boards. As AI accelerates into every corner of enterprise decision-making, he warned that leaders are operating in unfamiliar territory. ‘I’ve never seen technology change as fast as it is right now,’ Schulman told The Wall Street Journal. That pace has moved AI from an operational experiment to a board-level mandate. In the past…
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Are corporate boards ready to govern AI at speed? Governance leaders are already feeling the shift
As AI shifts from experimentation to mandate at major public companies, boards are being forced to confront whether their governance models can keep pace The Nasdaq-listed battery developer Stardust Power has appointed Bruce Czachor as its new general counsel. Reporting directly to founder and CEO Roshan Pujari, Czachor will oversee all legal, regulatory and corporate governance matters for the company. He enters the role with over 30 years of experience, having most recently served as EVP and chief legal officer at Piedmont Lithium. During his tenure he oversaw the cross-border public merger between Piedmont Lithium and Elevera Mining (formerly Sayona…