The Oversight Floor Drops

The Oversight Floor Drops

Executive Summary The SEC proposed yesterday to eliminate mandatory auditor attestation on internal controls for approximately 81 percent of all public companies, raising the large accelerated filer threshold from $700 million to $2 billion in public float. Audit...
Delegation Becomes Abdication

Delegation Becomes Abdication

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...
The AI Oversight Gap

The AI Oversight Gap

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...
The AI Governance Gap Boards Cannot Ignore

The AI Governance Gap Boards Cannot Ignore

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...
Caremark Reaches the Officer Suite

Caremark Reaches the Officer Suite

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...
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