Governance

In its Principles of Corporate Governance the Organisation of Economic Co-operation and Development described “corporate governance” as involving a set of relationships between a company’s management, its board, its shareholders and other stakeholders that provides the structure through which the objectives of the company are set, and the means of attaining those objectives and monitoring performance are determined.  The importance of corporate governance for companies and countries all around the world has been succinctly summarized as follows in a United Nations publication: “In a more globalized, interconnected and competitive world, the way that environmental, social and corporate governance issues are managed is part of companies’ overall management quality needed to compete successfully.  Companies that perform better with regard to these issues can increase shareholder value by, for example, properly managing risks, anticipating regulatory action or accessing new markets while at the same time contributing to the sustainable development of the societies in which they operate. Moreover these issues can have a strong impact on reputation and brands, an increasingly important part of company value.”

The Sustainable Entrepreneur’s Library of Resources for Governance consists of five Parts.  Part I provides an overview of the complex set of laws and regulations, including statutes and case law, pertaining to corporate governance in the US and the procedures that companies should establish to comply with their duties and obligations.  This Part includes a description of the evolving basic corporate governance model and focuses on the roles of the board of directors and its various committees and the steps that should be taken to create, implement and monitor disclosure controls and codes and policies pertaining to corporate governance matters, compliance issues and business ethics.  Part II covers the rights and duties of the directors of a corporation and outlines the legal and business principles relating to the responsibilities of directors; the powers and rights of directors; the legal duties and obligations of directors; board processes, structure and operations; board committees; and potential liabilities of directors.  Part III discusses the roles and responsibilities of the members of the company’s executive team with a particular focus on the leader of that team—the chief executive officer (“CEO”).  Part IV covers the rights, duties and liabilities of the shareholders, who are the ultimate owners of the corporation and who depend upon the directors and the members of the company’s executive team to successfully manage the affairs of the corporation.  Part V discusses benefit corporations.

PROJECT PUBLICATIONS

Introduction to Governance: A Guide for Sustainable Entrepreneurs

Board of Directors: A Guide for Sustainable Entrepreneurs

Executive Team: A Guide for Sustainable Entrepreneurs

Shareholders: A Guide for Sustainable Entrepreneurs

Benefit Corporations: A Guide for Sustainable Entrepreneurs

Project Articles on Governance

MANAGEMENT TOOLS

Training Materials

Benefit Corporations

ADDITIONAL RESOURCES

Books

Legal Compliance Checkups: Business Clients

Business Counselor’s Law & Compliance Practice Manual

Chapters or Articles in Books

Corporate Governance Pre-Enron Post-Enron

B-Corp Handbook (Sample Chapter)

Articles in Journals

An Introduction to Benefit Corporations

Benefit Corporations – A Challenge in Corporate Governance

Legal Innovation and Social Entrepreneurship Corporate Formats

New Leader’s Guide to Diagnosing A Business

Reconsidering the Venture Capitalist’s Value-Added Proposition

Papers

Basic Responsibilities of VC-Backed Company Directors

Benefit Corporation Law

Benefit Corporation White Paper

Business (Enterprise) Models for Social Benefit Enterprises

CEO Compensation in Private VC-Backed Firms

Comparative Analysis of Fiduciary Duties

Comparative Study of European Union Corporate Governance Codes

Comparison of Corporate Governance Systems in Four Countries

Comparison of Governance Guidelines – United States

Corporate Governance – A Survey of OECD Countries

Corporate Governance – What It Is and Why It Matters

Corporate Governance and Commercial Banking – United States, Japan and Germany

Corporate Governance of Start-Ups

Differences in Business Ownership and Governance

Director Fiduciary Duties Delaware and Texas Law

Effects of Venture Capital on Governance

Globalization of Corporate Governance

Governance in OECD Economies – Is Convergence on the Way?

International Comparison of Corporate Governance Guidelines

Private Equity and Venture Capital

Role of Government in Corporate Governance

White Paper – Need and Rationale for Benefit Corporations

Governmental and Other Public Domain Publications

Model Benefit Corporation Legislation (April 2017)

Online Articles

Understanding and Forming a California Benefit Corporation

California Benefit Corporations

Benefit Corporations in California

Online Databases

Business Transactions Solution

Websites

Cooley – Benefit Corporation

WEBINARS AND PODCASTS

West Legal Ed Center:  Click here for list of all programs presented by the Business Counselor Institute, an affiliate of the Sustainable Entrepreneurship Project, on West Legal Ed Center. Programs relating to governance include several videos prepared for the Beyond the Bar training initiative and the following webinars (available on demand):

Business Counselor Institute on West Legal Ed Center

  • Governance Counseling (04.2016)
  • Counseling Corporate Officers (08.16)

Beyond the Bar Training Programs

  • Governance Counseling
  • Counseling the Board of Directors
  • Counseling Board Committees
  • Working with the Executive Team