The work of Frank Easterbrook and Dan Fischel influenced a generation or more of corporate law scholars and, perhaps more important, powerful players in American corporate governance like institutional investors and government policy makers...
2021 U.S. activity increased from 2020, representing 55% of global campaigns and 49% of global capital deployed, but remained below historical levels as Europe has become a greater share of global activity; campaign activity in APAC and Canada stalled in H2 2021 after a strong start to the year and trailed levels seen in 2020, a period when ROW accounted for an out-sized share of global campaigns...
As the world continues to deal with the COVID-19 pandemic and the simultaneous economic evolution taking place, the dynamic labor market presents a wide array of risks and opportunities for any corporation. Many companies are accelerating the sophistication of their workforce strategies in order to survive the Great Resignation...
With brands taking greater leadership roles in society, they’re now expected to engage on a wider range of issues, including those not directly related to their business. A variety of stakeholders will encourage an organization to lead with social impact as much as they do the products they make or the services they provide...
If you desire more credibility and more influence, serving on some boards of directors is a great start. For consultants and professionals, the right seat might even help you attract more high-paying clients...
Nasdaq’s diversity efforts are again attracting attention almost six months after the US Securities Exchange Commission (SEC) endorsed a proposal requiring the boards of Nasdaq-listed companies to reflect particular diversity requirements...
Goldman Sachs, whose command of corporate governance surely exceeds that of GOP ... before 2020 to join the board of any publicly traded company...
"Woke" probably isn't the first adjective that comes to mind when describing Corporate America. But some CEOs are wearing their non-wokeness as a badge of honor. This week, when BlackRock CEO Larry Fink defended his firm's efforts to hold companies accountable for their environmental and social impact, he included a nod to his critics who've accused him of forcing a liberal agenda on businesses. "It is not a social or ideological agenda," he wrote in his closely watched annual letter to clients...
Boards play a pivotal role in establishing an organization that champions, highlights, and capitalizes on diversity, inclusion and equity. Boards must be mindful of how they present themselves...
As in past years, these flights of fancy are grounded in reality. Positive or negative - some a bit more extreme than others - they may in turn become reality, but they’re principally designed to entertain...
We also studied the investment chain and the purpose and governance of financial institutions themselves. These should be addressed before corporate ...
Smaller companies have a steep hill to climb when it comes to recruiting more women and minorities to their boards, but the nation’s two largest proxy advisors can make it even harder...
Gary Gensler, the chair of the U.S. Securities and Exchange Commission, is facing a time crunch to reform the activities of Wall Street. He was tapped by President Joe Biden last year to replace Jay Clayton, but Gensler's time could be cut short. The mid-term elections occur in November and while the Democrats have thin majorities in the House and Senate, they face the possibility of losing them...
There is an active debate in the literature as to whether antitakeover provisions (ATPs) that shield managers from takeovers create or destroy firm value. While most studies focus on the average effects of ATPs across all firms and time, the recent COVID-19 pandemic and the massive drop in share prices the pandemic caused raised another important question in this debate...
As part of its updated guidelines, ISS has removed the "grace" period for board diversity so that its policy now reads as follows: Racial and/or Ethnic Diversity: For companies in the Russell 3000 or S&P 1500 indices, generally vote against or withhold from the chair of the nominating committee (or other directors on a case-by-case basis) where the board has no apparent racially or ethnically diverse members. An exception will be made if there was racial and/or ...
Swiss bank has endured repeated scandals and executive departures, but done well on many scoring systems designed to spot nonfinancial risks...
Environmental, social and governance (ESG) issues climbed the agendas for boards and media alike in 2021. However, we still have a long way to go in terms of education. The Global Risks Report 2022, just published by the World Economic Forum, puts this into sharp focus...
Over the past two decades, the concept of “board diversity” has been synonymous with female representation on boards. Since 1999, nearly 20 governments around the world have instituted gender quotas. Recently however, the notion of corporate board diversity has been expanded...
As 2022 approaches, companies are confronting an ever-expanding list of internal and external pressures on their business from a strategic, operational, governance, stakeholder and regulatory perspective...
Following Record-Setting Year, SEC Opens 2022 With $4 Million in New Whistleblower Awards: Is Your D&O Policy Prepared to Respond? 2022 has kicked off with several new whistleblower awards, as the SEC announced earlier this week that it had awarded more than $4 million to whistleblowers who provided information and assistance in two government actions—one for misconduct occurring overseas and a second where the whistleblower’s assistance directly led to the success of the covered action...
The effectiveness of the governance of U.S. public companies declined in 2021 as pandemic fatigue helped erode improvements seen in 2020, according to a new survey of chief audit executives...
We have some optimistic news to kick off 2022: Climate change is at long last on the corporate-governance agenda, according to our research. When we surveyed 301 directors of companies headquartered in 43 countries, three-quarters of our respondents said they recognize climate as very important to their companies’ strategic success...
Business leaders play a crucial role in growing their companies and ensuring things run smoothly. However, important decisions and processes can't be developed in a silo. Leaders must also ensure that each decision is aligned with the C-suite's long-term vision for the company...
As I look back at the many new boards I have been involved in organizing, certain lessons keep repeating. While there are nuanced differences between fiduciary and advisory boards, the basics are the same...