Corporate Governance

Corporate governance is the legal infrastructure on which every public company decision rests. Any lawyer advising a board, working with directors, or supporting governance functions needs fluency in Delaware law — the DGCL and the body of Court of Chancery case law that interprets it govern the vast majority of U.S. public companies. Governance deficiencies show up as liability exposure in M&A transactions, derivative suits, and regulatory scrutiny.

The three core fiduciary duties are care (informed decision-making), loyalty (no self-dealing), and good faith. Delaware courts apply the business judgment rule presumptively, but that presumption can be rebutted — particularly in controller transactions, executive compensation, and conflict-of-interest situations, where entire fairness review applies. The Corwin doctrine permits business judgment review of third-party M&A transactions approved by a fully-informed, uncoerced stockholder vote.

The practical mechanics of governance include managing the board calendar, running the corporate secretary function, drafting and reviewing board materials, advising the nominating/governance committee on best practices, overseeing proxy preparation (in coordination with securities counsel), and ensuring the company's governing documents (certificate, bylaws, committee charters) are current. D&O insurance placement and renewal also sit squarely in the governance legal function.

Key institutional relationships in the governance ecosystem: outside governance counsel, proxy advisors (ISS, Glass Lewis), transfer agent, and the stock exchange's listing standards compliance team. These relationships must be cultivated before a crisis — not assembled during one.