Key points

• Boards are expected to oversee how AI is used in the business, and the Delaware duty of oversight provides a framework for assessing whether that oversight is adequate.
• Competition among states for incorporations continues, and recent changes to Delaware law and moves by companies to other states have kept the allocation of risk in controlling-stockholder transactions in focus.
• The November 2026 US midterm elections create uncertainty about regulatory priorities, trade policy and the legislative agenda, which should feed into scenario planning.
• Deal activity is being shaped by antitrust review practices and financing conditions, and boards should document their consideration of alternatives.
• Cybersecurity and AI disclosures remain areas of SEC attention, and the quality of disclosure controls is a recurring board topic.

Introduction

Directors in November 2026 face a combination of familiar duties and an unusually fluid environment. This note summarizes developments we believe merit board attention. It is not exhaustive, and the application of any of these points depends on the company's state of incorporation, size and sector.

Overseeing artificial intelligence

Boards have been asking how much of the company's AI use they should know about. In Delaware, directors owe a duty of oversight derived from the Caremark line of cases: they must make a good faith effort to put in place a reasonable system of monitoring and reporting about central compliance risks, and not consciously ignore red flags. When AI becomes central to a company's operations, or creates a mission-critical compliance risk, that duty may extend to it.

In practice, that means an inventory of material AI use, a clear management owner, a risk framework that distinguishes high-impact uses, regular reporting to the board or a designated committee, and escalation paths for incidents. Boards should also ask how the company is preparing for regimes such as the EU AI Act and emerging state laws in the United States. Minutes should record that these questions were asked and answered.

State corporate law and reincorporation

The last two years have seen significant developments in state corporate law. Delaware adopted amendments in 2025 that created safe harbor procedures for certain transactions involving controlling stockholders and clarified the information stockholders can request. At the same time, some companies have reincorporated or considered reincorporating in other states, and other states have promoted their own business-friendly regimes.

Boards considering a move should weigh the legal and practical consequences, including the maturity of case law, litigation risk, stockholder reaction and proxy advisor positions. A decision that is well documented and considered by independent directors is more resilient than one made quickly.

The midterm elections and the policy environment

The 2026 midterm elections took place at the start of this month. Whatever the final composition of Congress, boards should expect that regulatory and legislative priorities will be debated, particularly on trade, antitrust, financial regulation, energy policy and technology. We advise treating the election as an input to scenario planning, not as a reason to pause strategic decisions.

Useful questions include which of the company's operations are most exposed to tariff or sanctions changes, which pending regulatory matters could be affected by a shift in oversight, and whether the company has a protocol for engaging with government. Companies with significant state-level exposure should also track state attorneys general and legislatures, which have been active on privacy, consumer protection and AI.

M&A and board process

Transaction activity has remained a focus for many boards, with sponsors and strategic buyers both active. Antitrust review has been closely watched, and parties should plan for the possibility of extended timelines and remedies discussions. Boards evaluating a sale should be satisfied with the process for testing the market, the independence of advisors and the analysis of alternatives, including a standalone plan.

Where a controlling stockholder or conflicted directors are involved, a special committee with real authority and the ability to say no remains the central protection. Records of the committee's deliberations will be reviewed by courts if the transaction is challenged.

Disclosure, cybersecurity and risk

The SEC continues to expect public companies to disclose material cybersecurity incidents promptly and to describe their risk management and governance in annual reports. Statements about AI capabilities should be supportable, and the SEC has taken action against companies that overstated what their technology could do. Disclosure committees should include technology and security leaders and should test public statements against what the business actually does.

Directors should also consider whether crisis plans have been rehearsed and whether the board knows whom to call and what decisions it would face in the first days of an incident.

Shareholder engagement and activism

Boards should also keep a current view of how stockholders see the company. Activist investors continue to look for gaps between valuation and potential, and a board that has already tested its own strategy, capital allocation and succession planning is better placed to respond. Preparing a response plan, including a list of advisors and a protocol for early contact, is a sensible precaution, as is a periodic review of the company's governance documents and any defensive provisions.

Takeaways for the boardroom

The common thread is documentation and process. Regulators, courts and stockholders look not only at whether a decision was sensible but at whether the board asked informed questions at the time. A forward agenda that includes AI oversight, state law considerations, political risk and disclosure quality will serve most boards well.

Corvane Ryle's corporate governance and M&A lawyers advise boards and committees on these issues and can brief directors on any of the topics above.