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.
Dual-class stock gives founders supervoting shares that decouple economic ownership from voting power — increasingly tolerated only with time-based sunsets.
Ines Oliveira · April 28, 2026
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 · April 5, 2026
Independence is a bright-line exchange test layered with a functional Delaware inquiry — and entire-fairness litigation turns on the functional one.
Ines Oliveira · March 13, 2026
Listing rules require the three standing committees, each with a written charter, independence tests and specific statutory mandates boards delegate at their risk.
Ines Oliveira · February 18, 2026
Say-on-pay gives shareholders a non-binding vote on executive compensation — weak as law, influential as signal, and occasionally decisive in litigation.
Ines Oliveira · January 26, 2026