Following adoption of the Sarbanes-Oxley Act of 2002, attorneys counseling public boards of directors have had to contend with dramatic and rapidly evolving changes in corporate governance law and practice. Corporate boards have been challenged by substantially increased oversight responsibilities, fundamental changes to financial and disclosure controls, and restructured board and committee composition.
As significant as these changes have been, recent legal and regulatory developments, combined with current trends in shareholder activism and the legislative environment, promise more profound changes. In-house counsel at public corporations should monitor these dynamics and consider their implications for their clients’ governance infrastructure. In particular, they should keep their eyes on three major legal developments:
