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.
Independence is a bright-line exchange test layered with a functional Delaware inquiry — and entire-fairness litigation turns on the functional one.
Ines Oliveira
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
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
Directors owe shareholders two core fiduciary duties — care and loyalty — shielded from second-guessing by the business judgment rule unless conflicted.
Ines Oliveira