United States: Corporate Governance

This country-specific Q&A provides an overview of Corporate Governance laws and regulations applicable in United States.

  1. What is the typical organizational structure of a company and does the structure typically differ if the company is public or private?

  2. Who are the key corporate actors (e.g., the governing body, management, shareholders and other key constituencies) and what are their primary roles? How are responsibilities divided between the governing body and management?

  3. What are the sources of corporate governance requirements?

  4. What is the purpose of a company?

  5. Is the typical governing body a single board or comprised of more than one board?

  6. How are members of the governing body appointed and removed from service?

  7. Who typically serves on the governing body and are there requirements that govern board composition or impose qualifications for directors regarding independence, diversity, tenure or succession?

  8. What are the common approaches to the leadership of the governing body?

  9. What is the typical committee structure of the governing body?

  10. How are members of the governing body compensated?

  11. Are fiduciary duties owed by members of the governing body and to whom are they owed?

  12. Do members of the governing body have potential personal liability? If so, what are the key means for protecting against such potential liability?

  13. How are managers typically compensated?

  14. How are members of management typically overseen and evaluated?

  15. Do members of management typically serve on the governing body?

  16. What are the required corporate disclosures, and how are they communicated?

  17. How do the governing body and the equity holders of the company communicate or otherwise engage with one another?

  18. Are dual or multi-class capital structures permitted and how common are they?

  19. What percentage of public equity is held by institutional investors versus retail investors?

  20. What matters are subject to approval by the shareholders and what are the typical quorum requirements and approval standards? How do shareholders approve matters (e.g., voted at a meeting, written consent)?

  21. Are shareholder proposals permitted and what requirements must be met for shareholders to make a proposal?

  22. May shareholders call special meetings or act by written consent?

  23. Is shareholder activism common and what are the recent trends?

  24. What is the role of shareholders in electing the governing body?

  25. Are shareholder meetings required to be held annually or otherwise, and what information needs to be presented?

  26. Do any organizations provide voting recommendations or otherwise advise or counsel shareholders on whether to approve matters?

  27. What role do other stakeholders, including debt holders, employees, suppliers, customers, the government and communities, typically play in the corporate governance of a company?

  28. What consideration is given to ESG (environmental, social and governance) issues, including climate change, sustainability and product safety issues, and are there any legal disclosure obligations regarding the same?

  29. How are the interests of shareholders and other stakeholders factored into decisions of the governing body?

  30. Do public companies typically provide earnings guidance on either a quarterly or annual basis?

  31. May public companies engage in share buybacks and under what circumstances?

  32. What do you believe will be the three most significant issues influencing corporate governance trends over the next two years?