United States: Corporate Governance

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Business law and corporate law thought leadership, articles, podcasts, videos and webinars from expert sources across the legal world. Explore insights covering topics that involve business and corporate law produced by specialists working in this area every day.
Article
AI In The Public Interest: The Risks Facing Boardrooms (Podcast)
As artificial intelligence becomes increasingly embedded in corporate operations, boards face mounting pressure to understand and govern AI-related risks. This conversation explores how corporate governance structures are adapting to address AI's unique challenges, from regulatory uncertainty to vendor dependencies, and examines what boards need to know to fulfill their fiduciary duties in this rapidly evolving landscape.
United States Commercial
W
WilmerHale
Article
Delaware Court Of Chancery Sustains Claims That Company And Major Stockholder Conspired To Fraudulently Induce Investment
The Delaware Court of Chancery recently addressed allegations that an e-commerce startup and its executives fraudulently misled investors through inaccurate financial statements and false representations to secure funding. The decision examines whether contractual waivers shield defendants from fraud claims and explores the liability of board designees and major stockholders in alleged investor deception schemes.
United States Commercial
HL
Hogan Lovells Cadwalader
Article
SEC Staff Issues New Section 13 Guidance Clarifying Beneficial Ownership Determinations And Disclosures
The SEC's Division of Corporation Finance has issued five new interpretations clarifying beneficial ownership standards under Exchange Act Sections 13(d) and 13(g). These interpretations address the application of beneficial ownership rules to holders of cash-settled total return equity swaps and provide guidance on required Schedule 13D disclosures regarding investor identity and controlling persons.
United States Commercial
HL
Hogan Lovells Cadwalader
Article
Delaware Court Of Chancery Applies New DGCL 144 Framework To Executive Compensation Challenge
The Delaware Court of Chancery issued its first interpretation of the 2025 amendments to Section 144 of the DGCL in a derivative lawsuit challenging director compensation decisions at Fidelity National Financial. The decision establishes how courts will apply the amended statute's safe-harbor provisions for conflicted transactions and its presumption of director independence, while confirming that director self-compensation remains subject to heightened judicial scrutiny.
United States Commercial
HL
Hogan Lovells Cadwalader
Article
Redemption Agreements In LLC And Partnership Exits
Redemption agreements in closely held LLCs and limited partnerships involve far more than simple valuation calculations. The negotiation centers on timing, leverage, economic cutoffs, payment risk, indemnification exposure, and achieving true finality when a partner exits. This analysis examines how these agreements function as risk-allocation instruments that determine whether separation delivers closure or merely postpones conflict.
United States Commercial
AC
Amini & Conant
Article
2 AI Washing Rulings Apply Familiar Securities Fraud Rules
Recent court decisions demonstrate that AI-related securities litigation claims are being evaluated through established Private Securities Litigation Reform Act frameworks rather than novel legal theories. WilmerHale attorneys analyze two 2026 cases showing how courts require plaintiffs to identify specific, verifiable AI statements and plead contemporaneous contradictory facts to survive dismissal motions.
United States Commercial
W
WilmerHale
Article
Venture Capital Litigation In The Unicorn Era: What VCs Need To Know
Recent research reveals that approximately 25% of active venture capital funds faced litigation between 2014-2025, challenging the industry's self-perception as non-litigious. As startups remain private longer and raise unprecedented capital, VCs find themselves increasingly named as defendants due to their governance involvement and status as solvent parties when portfolio companies fail. What does this emerging litigation landscape mean for how venture investors approach board participation, operational i
United States Commercial
OG
Outside GC
Article
How To Be An Effective Board Member For A Private Company
Corporate directors serve as trusted fiduciaries responsible for guiding company strategy and protecting stockholder interests. What are the essential fiduciary duties directors must fulfill, and how can conflicts of interest be properly managed? This comprehensive guide examines the legal framework governing Board conduct, from the duties of care, loyalty, and oversight to the Business Judgment Rule that courts apply when reviewing director actions.
United States Commercial
M
Mintz
Article
Florida Enacts Revisions To Nonprofit Corporation Act
Florida's revised Nonprofit Corporation Act introduces significant changes to governance structures, conflict-of-interest provisions, and merger rules for nonprofit organizations. The legislation modernizes state law by aligning it with the ABA's Model Nonprofit Corporation Act, affecting everything from board composition requirements to liability protections for directors and officers. These changes provide greater operational flexibility while establishing new frameworks for member rights, derivative acti
United States Commercial
GT
Greenberg Traurig, LLP
Article
A more disciplined era for North American dealmaking
North American M&A values have reached historic highs driven by mega-deals, yet declining transaction volumes reveal a fundamental shift toward more strategic, disciplined dealmaking. As corporate carve-outs increase and mining assets attract investor attention, proposed changes to U.S. antitrust filing requirements could significantly reshape deal structuring and disclosure obligations from 2028 onward.
United States Commercial
AO
A&O Shearman
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