Introduction
In recent years, we have seen boards and management increasingly
grapple with a recurring set of governance issues in the boardroom.
This publication is intended to distill the most prevalent issues
in one place and provide our clients with a useful and practical
overview of the state of the law and appropriate ways to address
complex governance problems. This publication is designed to be
valuable both to public and private companies, and various
governance issues overlap across those spaces, although certainly
some of these issues will take on greater prominence depending on
whether a company is public or private. There are other important
adjacent topics not covered in this publication—for example,
the influence of stockholder activism or the role of proxy advisory
firms. Our focus here is on the most sensitive issues that arise
internally within the boardroom, to help directors and management
run the affairs of the corporation responsibly and limit
