3.6.6 Pressures on boards

It is typical for Americans to be active, free entrepreneurs. The US believes in the primacy of the board and lets board members get on with management, hence the business judgment rule. At the same time these boards work onder pressure caused (a) by competition from peers, (b) by litigation in the form of corporate litigation in state courts and federal securities litigation (Sections 11 of the Securities Act and 10(b) of the Securities Exchange Act) and often by class actions led by an active plaintiffs' bar, (c) by the SEC and state securities litigation, civil and criminal and (d) by shareholder activists who fight hard and are rapidly getting more rights, especially in the areas of proxy access for elections and say-on-pay and (e) the media.