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 federa...

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 m...

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 aw...

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) introd...

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) t...

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, a...

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...

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 Unbou...

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-...

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from March 26 to April 30, 2026. Some of the topics addressed include: CII’s comment letter to the SEC on Regulation S-K disclosures, trends in CII Members’ updated proxy voting and stewardship policies, CII’s new dashboard tracking Rule 14a-8 no-action notifications, and the CII Research a...

In this episode, CII’s General Counsel, Jeff Mahoney interviews Charles K. Whitehead, the Myron C. Taylor Alumni Professor of Business Law at Cornell Law School. In the episode Professor Whitehead discusses his article entitled “Delaware's Agency Problem.” Professor Whitehead explains why Delaware’s lawmaking process for amending their corporate law statutes has a “second order agency problem.” H...

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from March 3 through to March 26, 2026. Some of the topics addressed include:  the separate comments of Securities and Exchange Commission (SEC) Chairman Paul Atkins and Ranking Member of the Committee on Banking, Housing, and Urban Affairs (Senate Banking Committee) Senator Elizabeth Warren at CII&rsqu...

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from February 3 through March 3, 2026. Some of the topics addressed in this episode include: New CII research showing a decline in equal voting rights when reviewing initial public offerings in 2025, various investor lawsuits against public companies that omitted shareholder proposals from their annual proxy...

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from January 6 through February 3, 2026. Some of the topics addressed in this episode include: The SEC's announcement objecting to the use of exempt solicitations by smaller shareholders; Proposed revisions to Regulation S-K; Developments in Delaware corporation law; and CII's letter to the SEC supporting Na...

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from December 2, 2025 – January 6, 2026. Some of the topics addressed in this episode include: President Donald Trump’s executive order relating to proxy advisors; provisions of the National Defense Authorization Act for Fiscal Year 2026 that were approved by Congress and signed into law by Presi...