Corporate Governance Advisory: Board Risk and Fiduciary Strategy
Governance is no longer about checking boxes. We help boards and leaders navigate complex risks, from AI adoption to fiduciary liabilities, ensuring your strategic decisions remain compliant and protected.
In this session, I discuss the evolving legal landscape of corporate governance, focusing on how AI disruption introduces the principle of absolute liability for boards. I also analyze the landmark Delaware court ruling on controlling shareholders' fiduciary duties, a trend I believe will soon influence Indian jurisprudence.
At the CII Governance Series in Bengaluru, I shared my insights on the convergence of corporate governance and digital transformation. I highlighted the challenges AI presents to traditional fiduciary responsibilities and the unprecedented pace of its adoption in corporate ecosystems.
During a CII Governance Series session in Mumbai, I emphasized the urgent need for board oversight of open-source code licenses and generative AI. I pointed out the significant liability risks for boards that fail to make AI a core agenda item.
At a CII Governance Series session, I discussed the evolving corporate governance landscape and the importance of robust risk management. I shared my perspective on how trends like ESG and technology oversight are reshaping the responsibilities of modern boards.
In this talk at the CII Governance Series, I explain how the traditional construct of fiduciary responsibility is expanding. I discuss the recent Tesla judgment in Delaware, which extends fiduciary duties to controlling shareholders, a development with significant implications for family businesses and startup founders.
In The Economic Times, I analyzed the determination of offer prices under SEBI's Takeover Regulations in the context of Mahindra's acquisition of SML Isuzu. My analysis focused on the prescribed methodologies that traders and investors must understand to accurately assess market valuations.
I authored an article for the Financial Express explaining the NSE's settlement with SEBI regarding its trading access framework. The piece details the background of the case and the implications of the settlement for the stock exchange's planned IPO.
At an International Bar Association conference, I spoke on a panel about the NCLT's emerging role as a battleground for stressed asset M&A and other disputes. The discussion focused on how this trend is impacting risk mitigation strategies in the M&A landscape.
I delivered the keynote address at the BW Legal General Counsel 100 Conclave on the transforming role of General Counsels. I spoke about how GCs are evolving from legal advisors to strategic business partners, central to navigating complex governance and leadership challenges.
I moderated a panel at The Legal500 GC Summit on the evolving role of General Counsel in strategic deal-making. We discussed key challenges such as ESG risks, regulatory hurdles, and how GCs are becoming central to driving value in transactions.
About Corporate Governance & Thought Leadership
Modern corporate governance is shifting from passive compliance to active risk oversight. With the rise of AI, boards now face risks where a defense of ignorance is no longer legally valid. We focus on bridging the gap between technical implementation and board-level fiduciary accountability, ensuring your leadership team remains insulated from personal liability.
The Evolving Fiduciary Landscape
Corporate governance in India is undergoing a structural change. Historically, fiduciary duty focused on the company, but Section 166 of the Companies Act has expanded this responsibility to include employees, the community, and the environment. We help boards interpret these duties in real-time, moving beyond theory to ensure compliance is baked into the business model.
AI, Tech, and Strict Liability
When companies adopt generative AI or integrate open-source code, they enter a territory of 'strict liability.' If a board has not implemented robust supervision frameworks, the legal consequences can impact individual members personally. Our advisory work focuses on:
- AI Oversight: Setting up the internal governance structures required to oversee AI tools and mitigate data privacy risks.
- Board Agenda Setting: Ensuring AI compliance and technology risk are standing agenda items, protecting directors from claims of negligence.
- Cross-Border Jurisprudence: Applying international learnings—such as recent Delaware court rulings on controlling shareholder duties—to the Indian context before they become precedent in local courts.
Why Partner with Us
We do not provide generic legal updates. We offer a direct partnership with your leadership team to turn complex regulatory changes into clear, actionable business strategies. Our team provides the foresight needed to manage risks in sectors ranging from media and sports to fintech and infrastructure.
Whether you are dealing with a board-level dispute, restructuring your governance framework, or managing the regulatory hurdles of a new technology rollout, our approach is built on deep industry experience and a commitment to practical solutions.
Krishnava Dutt
We help businesses navigate the messy stuff, focusing on what is coming next rather than just what is written in the books. Our team works directly with leadership to turn complex legal risks into clear, actionable business strategies.
Find legal expertise for your specific business needs
Explore our other service areas or sector-specific advisory.
More from Corporate, M&A & Private Equity by Krishnava Dutt