Corporate Governance cover page

Baker McKenzie partners Lisa Fontenot, Jennifer Broder, Per Chilstrom, David Hackett and Lothar Determann provide a comprehensive legal reference to the US corporate governance framework. Published by Chambers and Partners, the guide offers a structured analysis across eight key areas: corporate governance requirements and corporate forms; corporate management structures; the duties and liabilities of directors and officers; shareholder rights and engagement; corporate reporting and disclosure obligations; audit, risk, and internal controls; environmental, social, and governance considerations; and the emerging governance dimensions of artificial intelligence.

Drawing on the Firm's experience advising public and private companies, boards, special committees, financial sponsors, and investment banks—including representing Servier in its USD 2.5 billion acquisition of Day One Biopharmaceuticals and advising Dover Corporation and Scholastic Corp. on SEC reporting and capital markets matters—the guide provides practical, jurisdiction-specific guidance for navigating an increasingly complex governance landscape.


Baker McKenzie partners Piotr Korzynski, Mark Mandel, Michael Pilo, and Carol Stubblefield examine the forces reshaping US corporate governance in 2026. Their analysis, published by Chambers and Partners, addresses the SEC's regulatory recalibration of reporting, shareholder proposals, and tender offer timelines; the evolving activism landscape in the universal-proxy era; the increasingly distinct governance paradigms emerging among Delaware, Texas, and Nevada; and the maturation of AI oversight as a board-level discipline.

As federal regulation grows more flexible in some areas and more demanding in others, and as state corporate law becomes more competitive and ideologically differentiated, the authors make clear that governance can no longer be treated as a static compliance exercise. Companies that proactively align their governance frameworks with their investor base, litigation exposure, and strategic objectives will be best positioned for the road ahead.


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