US Corporate Governance Updates 2026: What Turkish Companies Need to Know

Corporate governance in the United States is shaped by a layered system of federal securities law, state corporate law (primarily Delaware), stock exchange listing standards, and evolving best practices. For Turkish companies with US subsidiaries, US-listed securities, or US joint ventures, staying current with governance developments is essential — both for legal compliance and for maintaining credibility with US investors, partners, and regulators.

Delaware courts continued in 2025–2026 to refine the standards governing director and officer fiduciary duties. Key developments:

Duty of oversight (Caremark claims): Delaware courts have sustained several derivative suits alleging that boards failed to implement adequate compliance and reporting systems. For Turkish parent companies with US subsidiaries, this means US subsidiary boards must have genuine oversight mechanisms — not just nominal governance structures.

Controlling shareholder transactions: Delaware has tightened scrutiny of transactions between companies and their controlling shareholders. Turkish parent companies that engage in transactions with their US subsidiaries (intercompany loans, IP licenses, management fees) must ensure these transactions are on arm's-length terms and properly approved by disinterested directors.

Officer liability: A 2023 Delaware Supreme Court decision confirmed that corporate officers (not just directors) can face personal liability for breaches of fiduciary duty. Turkish executives serving as officers of US subsidiaries should be aware of this exposure.

Delaware courts continue to enforce LLC operating agreement provisions strictly, including provisions that limit or expand fiduciary duties. Turkish companies structuring US joint ventures as Delaware LLCs should carefully draft operating agreement provisions governing fiduciary duties, conflicts of interest, and related-party transactions.

The SEC's climate disclosure rules, finalized in 2024 and subject to ongoing litigation, require large public companies to disclose:

• Material climate-related risks and their actual and potential impacts
• Governance of climate-related risks
• Climate-related targets and goals
• Scope 1 and Scope 2 greenhouse gas emissions (for large accelerated filers)

Turkish companies listed on US exchanges must assess their obligations under these rules. The rules apply to foreign private issuers on a modified basis.

The SEC's cybersecurity disclosure rules (effective December 2023) require public companies to:

• Disclose material cybersecurity incidents within 4 business days on Form 8-K (or Form 6-K for foreign private issuers)
• Provide annual disclosures about cybersecurity risk management, strategy, and governance

Turkish companies with US-listed securities must have incident response procedures that can meet the 4-business-day disclosure deadline.

SEC pay-versus-performance disclosure rules require companies to disclose the relationship between executive compensation and financial performance. Turkish companies listed in the US must comply with these requirements.

NYSE and Nasdaq listing standards require listed companies to have:

• A majority of independent directors
• Fully independent audit, compensation, and nominating/governance committees
• At least one diverse director (Nasdaq)

Turkish companies listed on US exchanges must ensure their boards meet these requirements. Foreign private issuers may follow home country practices in lieu of certain requirements, but must disclose the differences.

Institutional investors and proxy advisors (ISS, Glass Lewis) increasingly scrutinize board oversight of material risks, including:

• Cybersecurity risk
• Climate and ESG risk
• Supply chain risk
• Geopolitical risk

Turkish companies with US investors should ensure their boards have appropriate risk oversight structures and that these are disclosed in proxy materials.

US shareholder activism has reached Turkish-connected companies in several ways:

• Activist investors targeting US subsidiaries of Turkish conglomerates
• ESG-focused shareholders filing proposals at US-listed companies with Turkish operations
• Proxy contests at US companies with significant Turkish ownership

Turkish parent companies should understand US shareholder rights and activism tactics, and develop proactive engagement strategies with institutional investors.

US public companies must hold annual shareholder meetings and file proxy statements (Form DEF 14A) with the SEC. Key requirements:

• Director election
• Executive compensation advisory vote ("say on pay")
• Auditor ratification
• Shareholder proposals (Rule 14a-8)

Turkish companies listed in the US should work with US securities counsel to ensure proxy materials comply with SEC requirements and reflect current governance best practices.

Even for privately held US subsidiaries (not SEC-reporting), good governance practices are important:

1. Maintain a functioning board: Hold regular board meetings, keep minutes, and ensure the board exercises genuine oversight
2. Implement compliance programs: Anti-bribery, anti-money laundering, data privacy, and employment law compliance programs
3. Document related-party transactions: All transactions between the US subsidiary and Turkish parent or affiliates should be documented, arm's-length, and approved by disinterested directors
4. Maintain corporate formalities: Separate bank accounts, separate books and records, and avoid commingling of funds — essential for maintaining limited liability protection
5. D&O insurance: Directors and officers of US subsidiaries should be covered by adequate D&O insurance

Our corporate attorneys advise Turkish companies on US corporate governance compliance, board structure, fiduciary duty obligations, SEC disclosure requirements, and governance best practices for US subsidiaries. We help Turkish parent companies implement governance frameworks that protect against liability while maintaining operational efficiency.

This article is for informational purposes only and does not constitute legal advice. Corporate governance requirements are complex and subject to change; please consult qualified counsel for advice specific to your situation.