I’m putting together a handbook for newbies in our field and I’ll be rolling out some excerpts in this blog over time. Here’s the first installment:

Corporate governance is a field that has exploded in importance over the past 20 years. Although corporate governance has always existed, it didn’t become a household name until the Enron scandal and WorldCom implosion early in the 2000s led to Congress enacting the Sarbanes-Oxley Act of 2002. That law dramatically altered the disclosure obligations of public companies when it comes to their governance practices. It also forced the NYSE and Nasdaq to adopt listing standards requiring listed companies to maintain certain governance standards and practices.

At its core, “corporate governance” is how a company is governed. It’s often described as a three-legged stool with senior management, the board of directors, and the company’s shareholders all playing major roles. Sometimes each of these three bodies work in unison towards a common goal. Sometimes they are at odds with each other—particularly shareholders who might not see eye-to-eye with a business strategy that management and the board has devised.

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Photo of Broc Romanek Broc Romanek

As a strategist for the firm’s Corporate & Securities practice, Broc Romanek has a deep understanding of the regulatory and environmental, social, and governance (ESG) marketplace. Prior to joining Perkins Coie, Broc served as editor at TheCorporateCounsel.net, CompensationStandards.com, and DealLawyers.com, where he oversaw…

As a strategist for the firm’s Corporate & Securities practice, Broc Romanek has a deep understanding of the regulatory and environmental, social, and governance (ESG) marketplace. Prior to joining Perkins Coie, Broc served as editor at TheCorporateCounsel.net, CompensationStandards.com, and DealLawyers.com, where he oversaw and managed coverage on issues related to ESG, corporate governance, executive pay, deals, and market trends and analysis.

In addition to his nearly two decades of working as a journalist and publisher, Broc served as assistant general counsel at a Fortune 50 company, worked in the Office of Chief Counsel of the U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance, was a counselor to former SEC Commissioner Laura Unger, and worked in private practice. He also is the author, or co-author, of four legal treatises, and has authored several books focused on the legal industry.