Corporate Governance

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Guest post by The Society for Corporate Governance

Geopolitical events can quickly disrupt operations, supply chains, and market access, posing significant risks to business continuity and growth. By actively monitoring and understanding these risks, boards can help guide management in developing robust risk mitigation strategies, adapting to regulatory changes, and seizing opportunities that arise from…

Conference | November 18, 2025
Learn more here

Mayer Brown is pleased to sponsor The Character of the Corporation 2025.  This forum brings together public company board members, institutional shareholders, proxy advisors, judicial and governmental representatives and corporate governance thought leaders to discuss effective governance, geopolitical conflict and crisis management.

If you are interested in…

Webinar | October 15, 2025
12:00 p.m. – 1:00 p.m. EST
Register here.

Join us for a virtual moderated conversation with Jonathan F. Foster, author of On Board: The Modern Playbook for Corporate Governance.

As a former banker and a director of many public and private companies, Jonathan F. Foster brings to bear…

Conference| October 9-10, 2025

Mayer Brown is pleased to be lead affiliate of Northwestern Law’s 45th Annual Ray Garrett Jr. Corporate & Securities Law Institute taking place October 9 – 10, 2025. Mayer Brown partner Jodi Simala is serving as the Institute Chair and partner Jennifer Zepralka will be a panelist for the “Managing through…

Led by distinguished corporate directors and governance experts, the Latino Corporate Directors Education Foundation’s BoardReady Institute (BRI) provides programming tailored to prepare and position aspiring directors the boardroom.

On July 17, 2025, Mayer Brown partner, Jennifer Zepralka will speak on the panel “Corporate Governance 101: The Board Fundamental.”

To register and learn more, visit the

Companies and investors use information related to environmental, social or governance (“ESG”) factors to provide a company-wide view of sustainability and other priorities.  This includes how the company discloses, reacts to and manages ESG-related risks and policies, such as, for example, risks related to carbon emissions, as well as policies addressing diversity, shareholder rights and…

The 2025 proxy season is just past its peak.  We summarize below key emerging trends in shareholder proposals and no-action requests so far this season.  A more comprehensive review of the 2025 proxy season will need to wait until all voting results are in.  However, the trends so far may be instructive to boards as…

In today’s corporate governance landscape, clawback and malus provisions have become key tools for promoting accountability and integrity. By incorporating these provisions, companies aim to align executive actions with the long-term interests of the company and its shareholders.

A “clawback” or “malus” provision enables a company to recover previously paid compensation (either by requiring repayment or reducing…

In this episode of Mayer Brown’s Global Corporate M&A podcast, Mayer Brown partners Andrew Noreuil and Brian Massengill discuss this year’s amendments to the Delaware General Corporation Law, which have fundamentally altered the landscape for conflicted transactions. Our partners provide insight into the new statutory safe harbors, updated definitions for controlling stockholders and disinterested directors…

Delaware has overhauled its framework for stockholder books and records inspection rights. Amendments to Delaware General Corporation Law (DGCL) §220, enacted on March 25, 2025, seek to address the concern that inspection rights had become overly burdensome for corporations. Amended §220 generally narrows the scope of records available for inspection to a limited set of…