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Governance

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.

Governance

What Is Fiduciary Duty on a Corporate Board? Care, Loyalty and the Business Judgment Rule

Directors owe shareholders two core fiduciary duties — care and loyalty — shielded from second-guessing by the business judgment rule unless conflicted.

Ines Oliveira · January 4, 2026

Empty corporate boardroom with a long table under morning light