Governance

Governance is the least glamorous word in private capital and the most load-bearing. It is the allocation of authority: who may decide, who must be consulted, who simply needs to be told, and how disagreement is resolved before it becomes rupture.

Structures do not fail because the documents are wrong. They fail because the incentives inside them point in directions no one intended, and because decision rights were never made explicit while everyone still agreed. Good governance is mostly the work of writing down what feels obvious today, so it is still legible to people who were not there.

This topic treats governance as design: charters, boards, mandates, and the difference between ownership and control.