Professor Seth C. Oranburg wraps the season by reflecting on governance's purpose—aligning incentives for risk/reward via the business judgment rule—and failures like disconnected boards (Wells Fargo, McDonald's harassment). Drawing on agency theory and economics, he analyzes misalignments (self-serving comp, ignored risks) and debates reforms (activism, regulations like Sarbanes-Oxley). Recapping key elements (duties, activism, takeovers), he stresses diligence/engagement as vital, previews shareholder litigation, and urges curiosity about governance's evolution.