Regulation
The SEC's Climate Disclosure Rules Are Adopted, Stayed, and Contested
Ines Oliveira
Governance
The mechanics of corporate governance: board composition and independence, duty of care and loyalty, committee structure, executive pay design, proxy disclosure and shareholder engagement. Coverage cites the rule or case behind each expectation. For directors, corporate secretaries, governance counsel and institutional investors voting shares.
Coverage of board practice: director independence, fiduciary standards, audit and pay committees, shareholder proposals and proxy disclosure.
Governance
How a Delaware Derivative Suit Actually Works, Step by Step
A shareholder sues on the corporation's behalf, and Delaware procedure requires the board's own process be addressed before the claim can proceed.
Ines Oliveira
Regulation
How the SEC's Whistleblower Award Program Works Under Dodd-Frank
Ines Oliveira
Governance
How Rule 14a-8 Governs Shareholder Proposals Now That the SEC Has Stepped Back
The mechanism that lets shareholders force a board vote hasn't changed. The referee that used to settle disputes over it just left the field.
Ines Oliveira
Governance
Board Minutes and Records: What to Document, Retention Rules and Section 220
Minutes are the board's litigation defense — they must show deliberation, not conclusions — and shareholders can inspect them through Section 220 books-and-records demands.
Ines Oliveira