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 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
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 · June 13, 2026
Boards own chief-executive succession as a core Caremark-adjacent duty — a standing process, an emergency plan and tested internal candidates.
Yuki Tanaka · May 21, 2026