Inspection of corporate books and records to investigate breaches of fiduciary duties

By Natalia Morales-Echeverría A stockholder is entitled to inspect the corporation’s stock ledger, a list of its stockholders, and its other books and records. When seeking inspection of books and records, a stockholder has the burden of proving that her or his purpose is proper or valid. A petitioning stockholder who has complied with the …

Basic principles of good corporate governance

By Natalia Morales-Echeverría. Corporate governance is the framework of rules, practices and processes that determine corporate direction and performance.  Good corporate governance facilitates the effective management of a corporation, ensuring its long-term success. Under Puerto Rico law, the board of directors is responsible for the governance of the corporations.  The shareholders appoint the directors, and …