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.
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.
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 · August 26, 2026
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 · August 15, 2026
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 · July 24, 2026
The Fifth Circuit struck Nasdaq's diversity-disclosure rule in 2024 — but state laws, investor expectations and proxy disclosure practices keep the reporting alive.
Yuki Tanaka · July 1, 2026