🏛️ Corporate Governance

Corporate governance sits at the heart of the CLO's role at a public company. You are the board's primary legal resource — responsible for ensuring that directors fulfill their fiduciary duties, that board processes are legally sound, and that the company meets its governance disclosure obligations. Delaware law governs the vast majority of public companies, so fluency in the DGCL and Delaware case law is non-negotiable.

The three core fiduciary duties are care (informed decision-making), loyalty (no self-dealing), and good faith. Delaware courts apply the business judgment rule presumptively, but that presumption can be rebutted — particularly in controller transactions, executive compensation, and conflict-of-interest situations, where entire fairness review applies. The Corwin doctrine permits business judgment review of third-party M&A transactions approved by a fully-informed, uncoerced stockholder vote.

As CLO, you will manage the board calendar, run the corporate secretary function, draft and review board materials, advise the nominating/governance committee on best practices, oversee proxy preparation (in coordination with securities counsel), and ensure the company's governing documents (certificate, bylaws, committee charters) are current. D&O insurance placement and renewal are also typically CLO-led.

Key institutional relationships: outside governance counsel, proxy advisors (ISS, Glass Lewis), transfer agent, and the stock exchange's listing standards compliance team.