The Voice of Corporate Governance

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: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 companiesRepresentative 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 classCII’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.

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.

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 and Education Fund’s new resource comparing of jurisdictional approaches among Delaware, Nevada, Texas and the Cayman Islands.

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.” He then describes specific procedural reforms that he believes should be adopted to resolve the problem. He also discusses specific actions that institutional investors should consider in support of the adoption of his suggested reforms.

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’s Spring conference; and a letter from a bi-partisan group of 18 Senate Banking Committee members to Chair Atkins urging the SEC to examine Chinese companies’ reliance on variable interest entities to be listed on U.S. exchanges.  

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 statements, and the introduction of the  Enhancing Multi-Class Share Disclosures Act in the Senate.

In this episode, CII General Counsel Jeff Mahoney interviews Pat Niemann, Leader of EY Americas Center for Board Matters, on the results of a 2025 survey of corporate board members: What drives board effectiveness amid uncertainty.Pat also leads the EY Audit Committee Forum and previously managed Ernst & Young LLP’s Los Angeles office and audit practice.

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 Nasdaq's proposal on new listing standards for Chinese companies.

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 President Trump; and CII’s letter to SEC Chairman Paul S. Atkins regarding the Rule 14a-8 process.

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from October 28 through December 2, 2025.

In this episode, CII General Counsel Jeff Mahoney interviews James D. Cox, a member of the Shadow SEC and the Brainerd Currie Distinguished Professor of Law at Duke University. Their discussion covers the Shadow SEC's view of SEC Chair Paul Atkin’s plans to scrap quarterly reporting.

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from October 1-28, 2025.

In this episode, CII General Counsel Jeff Mahoney interviews Kobi Kastiel of Tel Aviv University, Harvard Law School and the European Corporate Governance Institute. Professor Kastiel is a co-author of a recently issued research paper entitled the "Courts, Legislation, and Delaware Corporate Law."

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from September 2 to October 1, 2025.

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from August 4 to September 2, 2025.

In this episode, CII General Counsel Jeff Mahoney interviews Roberto Tallarita, Assistant Professor of Law, Harvard Law School. Professor Tallarita is the co-author of a recent research paper entitled "The Price of Delaware Corporate Law Reform."

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from June 30 to August 4, 2025.

In this episode, CII General Counsel Jeff Mahoney interviews Christine Hurt, Senior Associate Dean for Academic Affairs, the Alan R. Bromberg Centennial Chair in Corporate, Partnership, Business and Securities Law, and Professor of Law at the Southern Methodist University Dedman School of Law. Professor Hurt is the author of a new research paper titled "Texas, Delaware, and the New Controller Primacy."

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from June 3-30, 2025.

In this episode, CII General Counsel Jeff Mahoney interviews Professor William J. Moon, the J.B. and M.K. Pritzker Family Foundation Distinguished Visiting Professor of Law, Northwestern Pritzker School of Law & Edward M. Robertson Professor of Law, University of Maryland Carey School of Law. Professor Moon is the author of a recent essay “Havens for Corporate Lawbreaking” that discusses the trend of jurisdictions undercutting the legal compliance obligations of directors and officers.

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from May 6 to June 3, 2025.

In this episode, CII General Counsel Jeff Mahoney interviews Keith Czerney, Associate Professor and PricewaterhouseCoopers Faculty Scholar at the Robert J. Trulaske, Sr. College of Business at the University of Missouri-Columbia. Professor Czerney is a co-author of a recent research paper entitled An Examination of Critical Audit Matter Disclosure Quality.In related news - In its continuing efforts to improve the quality of information communicated to investors in the audit opinions of public companies, the Public Company Accounting Oversight Board’s Investor Advisory Group (IAG) is seeking nominations from the general public, including public companies (management and boards), auditors, financial analysts and investors, for the most decision-useful critical audit matter (CAM) or key audit matter (KAM) disclosures in public companies’ audit reports included in the 2024 Form 10-Ks and Form 20-Fs.Nominations received will be reviewed and evaluated by the IAG. The IAG will select what it believes to be the top three decision-useful CAMs or KAMs for 2024 among those nominated. CAMs or KAMs selected will be identified and discussed in an IAG report expected to be issued publicly later this year. For more information, or to submit a nomination, click here.

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from April 1 to May 6, 2025.

In this episode, CII General Counsel Jeff Mahoney interviews James D. Cox, the Brainerd Currie Distinguished Professor of Law at Duke University. Cox is a member of The Shadow SEC, a recently formed independent organization of six current academics that, like the earlier established Federal Reserve Shadow Open Market Committee, is intended to provide, encourage, facilitate and distribute policy discussions and debates relating to the federal securities laws and the SEC. 

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from March 4 to April 1, 2025. This includes two updates to CII's Policies on Corporate Governance (on reincorporation and stealth dual-class stock) and CII's recent advocacy efforts in the Delaware legislature opposing Senate Bill 21.

In this episode, CII General Counsel Jeff Mahoney interviews renowned British Economist Sir John Kay. Sir John Kay is the author of a new book entitled The Corporation in the Twenty-First Century: Why (Almost) Everything We Are Told About Business Is Wrong.

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from February 5 to March 4, 2025, including an in-depth Q&A covering the SEC's new guidance on submitting 13D and 13G filings as it applies to institutional investors.

In this episode, CII General Counsel Jeff Mahoney interviews John W. Barry, Assistant Professor of Finance at Rice University. Professor Barry is the co-author of a recent research paper entitled "Shareholder Voice and Executive Compensation."

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from January 7 to February 5, 2025.

In this episode, CII General Counsel Jeff Mahoney interviews Stephen I. Vladeck, the Agnes Williams Sesquicentennial Professor of Federal Courts at Georgetown University Law Center. Professor Vladeck is a leading researcher and expert on "judge shopping," a hotly-debated topic in the federal court system.

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from December 3, 2024, to January 7, 2025.

In this episode, CII General Counsel Jeff Mahoney interviews Ally Zimmerman, the Madeline Duncan Rolland Associate Professor of Business Administration at Florida State University. Professor Zimmerman is the co-author of a recent paper entitled "A Tale of Three Perspectives: How GNFs, Annual NAFs, and Triennial NAFs Experience the PCAOB Inspection Deficiency Remediation Process."

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from November 5 to December 3, 2024.

In this episode, CII General Counsel Jeff Mahoney interviews Cindy Schipani, the Merwin H. Waterman Collegiate Professor of Business Administration and Professor of Business Law at the University of Michigan.Professor Schipani is the co-author of a recent article in the Harvard Business Law Review entitled “Insider Trading by Other Means.”

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from October 1 to November 5, 2024.

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from August 27 to October 1, 2024.

In this episode, CII General Counsel Jeff Mahoney interviews Brandon Szerwo, Assistant Professor of Accounting and Law at the School of Management of the University at Buffalo. Professor Szerwo is the co-author of a recent research paper entitled "Insights from Auditors’ Disclosures of How They Addressed Critical Auditor Matters."

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from July 29 through August 27, 2024.

In this episode, CII General Counsel Jeff Mahoney interviews Michael Ewens, the David L. and Elsie M. Dodd Professor of Finance at Columbia Business School. Professor is the co-author of a research paper recently published in the Journal of Financial Economics entitled "Regulatory Costs of Being Public: Evidence From Bunching Estimation."

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from June 24 through July 29, 2024.

In this episode, CII General Counsel Jeff Mahoney interviews John Warren, the CEO of the Association of Certified Fraud Examiners (ACFE). ACFE recently issued the 13th edition of the largest and most comprehensive study on the costs and effects of occupational fraud entitled "Occupational Fraud 2024: A Report to the Nations."

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from May 24 to June 24, 2024.

In this episode, CII General Counsel Jeff Mahoney interviews three professors from Ohio State University's Fisher College of Business:  Isil Erel, the David A. Rismiller Chair in Finance and the academic director of the Risk Institute; Thomas Flanagan, assistant professor; and Michael S. Weisbach, the Ralph Kurtz Chair in Finance and professor of finance.  Erel, Flanagan and Weisbach are co-authors of a recent research paper released by the National Bureau of Economic Research entitled “Risk-Adjusting the Returns to Private Debt Funds.”

This episode features CII General Counsel Jeff Mahoney covering the top 10 important events affecting institutional investors from April 26 to May 24, 2024.