by ged4332 | May 19, 2026
Executive Summary Vice Chancellor J. Travis Laster of the Delaware Court of Chancery has ruled that a board which approves a major asset transaction and then stands silent while the execution plan fails has crossed from delegation into abdication, a clear breach of...
by ged4332 | May 18, 2026
Glass Lewis has documented, with survey data and S&P 100 proxy analysis, that 72 percent of the largest US companies have not met the governance standard that most institutional investors now expect: board-level AI oversight disclosure backed by a formal AI...
by ged4332 | May 18, 2026
Eighty-three percent of S&P 500 companies now disclose AI as a material risk. Fewer than 3% of their directors have disclosed AI expertise. That gap is not a communications problem. It is a Caremark problem, and the Conference Board’s April 2026 proxy data...
by ged4332 | May 16, 2026
Executive Summary Delaware’s Court of Chancery confirmed in January 2026 that officers, not only directors, face personal Caremark liability for consciously ignoring red flags of workplace misconduct. The court also found it reasonably conceivable that a CEO who...
by ged4332 | May 14, 2026
Executive Summary The SEC’s Acting Enforcement Director announced at SEC Speaks 2026 that individual officer liability is now the Commission’s primary deterrent mechanism, not the corporate penalty check. The enforcement template is explicit: the gap...
by ged4332 | May 14, 2026
Executive Summary The SEC published its lowest enforcement action count in at least 20 years: 456 total actions in FY2025, down 22% year over year, while installing a new Enforcement Director and publicly branding prior enforcement as a misallocation of resources. For...
