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.
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
Rule 14a-8 and company proxy-access bylaws let long-term shareholders nominate directors into the issuer's own proxy — the machinery behind modern board contests.
Ines Oliveira
Boards own chief-executive succession as a core Caremark-adjacent duty — a standing process, an emergency plan and tested internal candidates.
Yuki Tanaka
Dual-class stock gives founders supervoting shares that decouple economic ownership from voting power — increasingly tolerated only with time-based sunsets.
Ines Oliveira
Three regimes now shape sustainability reporting — the ISSB baseline, the EU's CSRD with its 2025 scope cuts, and California's SB 253 and SB 261 — each with different reach.
Ines Oliveira