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...
The SEC’s 20-Year Low: What Boards Must Do Now

The SEC’s 20-Year Low: What Boards Must Do Now

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...
When Delegation Becomes Abdication

When Delegation Becomes Abdication

PRIORITY 9: JUDICIAL Executive Summary The Delaware Court of Chancery has allowed duty-of-loyalty claims to survive against outside directors who approved a fundamental transaction in a single meeting, without outside advisors, in conscious violation of the...