Journal of Law and Contemporary Problems 1 January 2011

Comply and Explain: Should Directors have a Duty to Inform? John Wilcox’s article argues that the directors of publicly held companies have the duty to explain to shareholders how the board is exercising business judgment and acting in the best interests of the corporation.The article provides a substantial contribution to the broader debate on how boards should take charge of corporate governance, improve communications and manage relations with shareholders, and has sparkled an intense debate in the U.S. corporate governance world.