By Chuck Gallagher — Business Ethics Keynote Speaker and Trainer
TL;DR: Chuck Gallagher, business ethics keynote speaker, argues that a July 2026 Harvard Law School Forum post predicting the return of corporate responsibility should unsettle directors rather than reassure them, because this time the standard arrives with no law standing behind it.
Picture a board meeting this fall. Someone from compliance walks the room through a set of ethics commitments that sit above what the law requires. A director leans back, and asks the question that settles the whole thing: who is making us do this?
Nobody. That is the honest answer. Nobody is making you do this.
Watch how fast that room gets to the next agenda item.
What Is Michael Peregrine Telling Boards to Expect?
On July 30, 2026, the Harvard Law School Forum on Corporate Governance published a post by Michael Peregrine, a retired attorney and a Fellow of both the American College of Governance Counsel and the American Health Law Association. His message to directors was plain. Expect a renewed focus on corporate responsibility and ethics. Expect it to be grounded, at least at the start, in corporate self-regulation and new governance principles rather than in new legislation or a shift in enforcement policy.
He builds on a definition worth reading twice. The American Bar Association describes corporate responsibility as behavior by corporate leaders that conforms with the law and results from the proper exercise of fiduciary duties, as well as ethical behavior beyond that required by minimum legal requirements. That last clause is where the trouble lives. Above the legal line. Where nobody signs anything.
Peregrine traces the doctrine back to the failures in governance, leadership, and professional advice that fed the Enron-era crises. Then it went quiet for a long stretch of years. Now, he writes, it is poised to make a comeback in the boardroom.
Why Will This Look Nothing Like Sarbanes-Oxley?
Because Sarbanes-Oxley came with teeth and a calendar. Peregrine points out that those rules grew out of catastrophic bankruptcies that undermined the credibility of financial reporting and badly weakened the financial markets, so the response was mechanical: internal controls, financial reporting, accounting improvements, changes to governance oversight and legal ethics. Somebody had to certify. Somebody had to sign.
A voluntary standard has neither. No filing date. No signature block. No regulator on the other end of the phone. As a business ethics keynote speaker, I have sat across from a lot of executives after everything came apart, and almost none of them broke a rule they had signed their name to that morning. They drifted into the space where no rule was watching. That space just got bigger.
What Happens When the Outside Pressure Lets Up?
Look at what 2026 already handed boards. The SEC staff announced it would generally stop responding to shareholder proposal no-action requests during the proxy season, a change Cooley described as reshaping how the season played out. In May the Commission proposed letting public companies file a semiannual report on a new Form 10-S instead of quarterly reports. Then, in June, the Supreme Court held that the SEC does not have to prove investors suffered an actual loss to obtain disgorgement. Some pressure comes off. Some does not.
Here is the part people miss. Pressure coming off the outside does not reduce the risk on the inside. It moves it. When less is being demanded of a company from out there, whatever gets demanded has to come from in here, or it does not get demanded at all. That is not a compliance problem. That is a character problem, and it sits with the board.
Who in That Room Still Remembers Enron?
Fewer people every year. Peregrine made that point in a March 2026 conversation with Directors & Boards, noting that board turnover means there may simply not be enough people left in the room who remember what happened and what it cost the capital markets. He also named the reason culture oversight stalls out: a lot of directors have treated culture as a squishy concept, hard to define, and some have been reluctant to push on it. Fair enough. It is hard to define. It is also the only thing standing between a company and the day nobody is watching.
What Should a Board Actually Do About It?
Start where the exposure already is. The What Directors Think 2026 report, cited by Diligent, found that 66 percent of directors now use AI in their board work while only 22 percent have governance processes covering that use. That gap is corporate responsibility in miniature. The practice ran out ahead of the principle, and nobody passed a law about it.
Then do three plain things. Write down the standard you hold yourselves to above the legal minimum, in language a new hire could repeat back to you. Give one named human being the job of reporting against it, on the record, at a scheduled meeting — not a committee, a person. And ask the question that actually predicts behavior: where in this company would a decent person feel pressure to do something they would rather not explain later? As a business ethics keynote speaker, I have watched that question surface more real risk in twenty minutes than a quarterly dashboard surfaces in a year.
The pattern underneath every ethical collapse I have studied is the same three things standing together. A need. An opportunity. And a story the person tells himself that makes it all sound reasonable. Regulation only ever touched the opportunity. It never once touched the story.
So the pendulum swings back. Good. But it swings back into rooms where the standard is whatever the board says it is, and the enforcement is whatever the board is willing to do about it. Nobody is making you do this. Trust me, that was always true. Every choice has a consequence.
Frequently Asked Questions
What is corporate responsibility in corporate governance?
The American Bar Association defines corporate responsibility as behavior by corporate leaders that conforms with the law and results from the proper exercise of fiduciary duties, as well as ethical behavior beyond that required by minimum legal requirements. It took hold as a governance doctrine after the Enron-era crises exposed failures in governance, leadership, and professional advice. The defining feature is that it reaches above the legal minimum, which is exactly why it is hard to enforce and easy to quietly drop.
Is a new corporate responsibility law coming in 2026?
Not according to Michael Peregrine, writing in the Harvard Law School Forum on Corporate Governance on July 30, 2026. He tells boards to anticipate a renewed focus on corporate responsibility and ethics grounded at least initially in corporate self-regulation and new governance principles, rather than in new legislation or enforcement policy shifts. In practical terms, boards should expect to set and police the standard themselves.
How would this differ from Sarbanes-Oxley?
Sarbanes-Oxley responded to catastrophic bankruptcies that damaged the credibility of financial reporting, so its remedies were concrete: internal controls, financial reporting, accounting improvements, and changes to governance oversight and legal ethics. Those obligations carried deadlines, certifications, and named signers. A self-regulatory standard carries none of that, which shifts the burden from the compliance calendar to board leadership.
Why do ethical failures still happen at companies with strong compliance programs?
Because compliance programs are built to catch rule-breaking, and most serious failures start somewhere no rule is looking. In my work as a business ethics keynote speaker, the pattern I see over and over is a need, an opportunity, and a rationalization that lets an otherwise decent person proceed. Controls can narrow the opportunity. Only leadership and culture touch the rationalization.
What should a board do first if no regulator is requiring it?
Put the above-the-law standard in writing, in language an employee could repeat without a policy binder in hand. Assign one named executive to report against that standard at a scheduled board meeting rather than parking it with a committee. Then ask directly where inside the business a good employee would feel pressure to do something they would rather not explain later, and go look there first.
Before You Go
Every board in America is about to have this conversation, and most of them will have it badly, because they will treat it as a policy question instead of a behavior question. It is a behavior question. The standard you set above the legal line only matters if the people inside your company believe you will act on it when acting on it costs something. That belief is built in rooms, out loud, by leaders who are willing to be specific about pressure, temptation, and consequence. That is the work Chuck Gallagher does with boards, executive teams, and compliance leaders — not a lecture on rules, but an honest look at how good people talk themselves into bad decisions and what leadership can do about it before the decision gets made. If your board is heading into a season where nobody is making you do this, bring in someone who can help you decide what you will do anyway. Start the conversation at ChuckGallagher.com.
Five Questions for Reflection
1. If no regulator ever asked, what standard would this organization hold itself to — and could anyone here state it out loud right now?
2. Who in our boardroom personally remembers a governance failure, and what happens to our judgment when that person rotates off?
3. Where in this company would a decent employee feel pressure to do something they would rather not explain later?
4. When outside pressure eases, who inside this organization is willing to keep asking the hard question — and what does that cost them?
5. What practice in this company is already running ahead of any principle we have written down?
