American Bar Association
Corporate Governance Committee

ABA Section of Business Law

Corporate Governance Committee

Who We Are

The mission of the Corporate Governance Committee is to promote and support effective corporate governance, domestically and internationally, for business and nonprofit enterprises by developing resources and providing thought leadership; creating networking opportunities; and facilitating a forum for the exchange of legal and practical information and insights on emerging governance and governance-related policy issues for the benefit of attorneys, including both outside and in-house counsel, and other governance professionals.

Committee Facts:

The work of the Corporate Governance Committee is organized through 13 Subcommittees, three Task Forces and a Chair Advisory Counsel. In addition, the Committee is aided by Committee Liaisons to important organizations that have an interest in or impact on corporate governance, including: Business Roundtable, CalSTRS, ICGN, International Bar Association, NACD, SEC, Society for Corporate Governance (formerly the Society of Corporate Secretaries and Governance Professionals), Standard & Poor's, U.S. Chamber of Commerce, ecoDa (The European Confederation of Directors Associations) and TIAA-CREF.


  • Corporate Counsel Perspectives
  • Governance Issues of Distressed Companies (Joint subcommittee with Business Bankruptcy)
  • Governance of Nonprofit Organizations (Joint subcommittee with Nonprofit Organizations)
  • Governance of Private & Family-Controlled Entities
  • Governance Research & Education
  • Governance & Sustainability (Joint subcommittee with Federal Regulation of Securities)
  • Inside the Boardroom
  • International Developments
  • Programming
  • Publications
  • Shareholder & Investor Engagement
  • Social Entrepreneurship and Social Benefit Entities Joint Subcommittee
  • Special Committees & Investigations


  • Contractual Governance of Business Entities (Joint task force with Middle Market and Small Business
  • Dealing with Director Misconduct
  • Governance Issues in Business Combinations (Joint task force with Mergers and Acquisitions)

Leadership Roster


"International Comparison of Selected Corporate Governance Guidelines and Codes of Best Practice", by Holly J. Gregory and Rebecca C. Grapsas

"Corporate governance and directors' duties in the UK", by DAC Beachcroft LLP (January, 2015)

"SEC Backs Off Proxy Access Proposal Exclusion; Will Review Application of Rule 14a-8(i)(9)", by Brock Romanek, Editor, (January 19, 2015)

"Insider Trading: United States vs. Newman and Chiasson", by Debevoise & Plimpton (January, 2015)

"Refreshing the Board of Directors", by John H. Stout & Elizabeth M. Dunshee, Fredrikson & Byron, P.A., 2014

Sideley Austin article, "No-Action Relief Regarding Conflicting Proposals to Be Unavailable During 2015 Proxy Season", January 21, 2015

Sidley Austin article, "The State of Corporate Governance for 2015", January 13, 2015

Wachtell, Lipton, Rosen & Katz Memo, "Some Thoughts for Boards of Directors in 2015," December 1, 2014

Standard & Poor’s Special Report, “Climate Change: Preparing For The Long Term,” May 28, 2014 issue of CreditWeek.®

Corporate Governance Update: Developments Regarding Gender Diversity on Public Boards (October 2013)
Philip S. Khinda, Chair, Ethics and Investigations
While the number of women directors on U.S. public company boards has not risen dramatically since 2012, the issue of gender diversity on boards continued to gain momentum and global prominence over the last 12 months. Since we last discussed this issue, new legislative and non-governmental initiatives around the world have resulted in growing numbers of women directors and greater shareholder focus on board diversity and related disclosures. This issue is likely to become increasingly significant in 2014 and beyond, both in the United States and abroad.

Related Products

Join Us



Gregory, Holly


Dravis, Bruce
Elson, Charles
Khinda, Philip
Placenti, Frank

Committee Roster  

Subcommittees and Task Forces  (click [+] for listing)

 Sub Committees

CGC In Sight

Corporate Governance Committee Calendar

Committee Events

ABA/Business Law Section Spring Meeting

April 7, 2016 - April 9, 2016
Montreal, QC, Canada

ABA/Business Law Section Annual Meeting

September 8, 2016 - September 10, 2016
New Orleans, LA

ICGN-IIRC Conference

December 6, 2016 - December 7, 2016

ABA/Business Law Section Spring Meeting

April 6, 2017 - April 8, 2017
New Orleans, LA

Society of Corporate Secretaries & Governance Professionals 2017 National Conference

June 28, 2017 - July 1, 2017
San Francisco, CA

NACD - 2017 Global Board Leaders' Summit

October 1, 2017 - October 4, 2017
Section Events

    Nonprofit Law Basics


    The program will involve an overview of legal issues relating to nonprofit corporations with a focus on formation of nonprofit corporations, tax issues (including tax-exempt applications and annual filings) and governance

    2017 Business Bar Leader Conference

    Renaissance Chicago O'Hare Suites Hotel

    Registration and Thursday Night Dinner is complimentary for Registrant On-Line Event Registration Release In the interest of furthering the ABAs creation, promotion and distribution of educational/informational materials (both now and in the future), I understand ...

    2017 Business Law Section Annual Meeting

    Sheraton Chicago Hotel & Towers

    ** PLEASE START HERE FOR REGISTRATION AND TO ADD TICKETED EVENTS (LUNCHES/DINNERS) TO YOUR EXISTING REGISTRATION** TO ADD EVENTS TO AN EXISTING REGISTRATION: Click on Register Now, which will prompt you to log-in with your ABA credentials. After logging in, click on View Registration. ...

Committee Webinars

  • To access the archive for Progressive Shareholder Engagement Webinar, click here.
    Password: 6bG8@$78
  • Say-on-Pay Votes: Was it a Big Deal, and What's Next for Executive Compensation? (recorded September 15, 2011)
  • Say-on-Pay Votes for 2011 Annual Shareholder Meetings: Will it Be a Big Deal? (recorded January 12, 2011)


Delineation of Governance Roles & Responsibilities

ABA Meeting Materials



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Modified by Graham Hunt on March 23, 2017

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