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Directors & Boards
2014-2015 Director Education Webinars
Rocking the Boat: The Growing Impact of Shareholder Activism and What Directors Need to Know and Do

Originally broadcast
November 5, 2014

What Directors Need to Know about Board Evaluations, Part Two:
Moving from Fundamentals to True Strategic Value

Originally broadcast
September 18, 2014

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Featured Article

Eight Reasons Why Being CEO in 2015 Will Be Tougher Than Ever Before
These challenges include pressure to grow, need for global talent, board impatience…and ability to capitalize on the next emerging market—the U.S.!

By Stephen Miles, CEO, The Miles Group

Stephen Miles

As CEOs charge into 2015, the top of their agenda is dominated by threats and opportunities taking on a greater urgency than ever before. From managing the demands of their boards and activist investors to effectively leading a sprawling global organization, the CEO’s job has never been tougher.

Some of the factors contributing to the extremely challenging role of the CEO in 2015 will be:

1. Cybersecurity and Job Security

Failure to manage the threat of cyberattacks is the kind of thing that CEOs get fired for—we’ve seen it this past year—and the real concerns around this have only just begun. As attacks have moved beyond the financial sector to other high-profile companies, there will be transformational change in the way companies secure themselves and how much they spend on security. The silver lining is that this investment will drive accelerated innovation and change that will benefit consumers.

2. Hard-Charging Activist Community

We are in a new era of corporate activism: what were once ‘barbarians at the gate’ are now the cheered-on advocates for shareholders—much to the despair of CEOs and boards everywhere. Activists have a sense of confidence and purpose like never before, and are taking on companies no matter their size, brand, or stock performance, even targeting those who outperform the stock market. 

Read More…

In the Current Issue:

4th Quarter 2014 cover

Fourth Quarter 2014


The Next Major Risk Management Challenge
It’s secure enterprise mobility, warns BlackBerry Chairman and CEO John Chen.

Succeeding at Succession: Do This, Don’t Do That
So many boards blow it on CEO succession. Here is what they can do to improve their track record.

The Board’s ‘Seven Year Itch’
It would benefit all to have directors take a one-year sabbatical.

In This Month's e-Briefing:
(Sign up for a free subscription)

Thrust into the Spotlight
I got caught saying, "Boards can put the activists out of business."

By Jim Kristie

Typically I maintain a low profile. My philosophy is that editors should be like stage directors, orchestrating the production from behind the curtain. If there is any attention to be gotten, I prefer my authors get the recognition for their good works.

But occasionally I get thrust into the spotlight. It happened last month when a good colleague featured an interview with me in his own publication.

Carl Hagberg is editor and publisher of The Shareholder Service Optimizer, a nifty publication chock full of news and insights about investor relations and the business of delivering shareholder services. I asked him to write an article for me in 2011 (a cover story titled “Fixing the Annual Meeting”), so how could I turn him down when he asked to publish an interview with me for a special supplement to the Optimizer focused on “Coping with the New Activism”?

The interview surfaced memories of my initial exposure to organized institutional activism, and also provoked me to take a position on where I saw the activist movement going. Let me share a piece of this exchange:

Activism—is it really new what is going on?

"I can’t say it is. The curse of being around a long time is that you have seen it all before. Back in the early 1990s, as you may recall, we saw a big push by the institutional investor community for ‘relational investing’: the forming by investors of more stable, longer-lasting ties to their invested corporations.

Relational investing was actually described, and I quote right from the pages of Directors & Boards, as the ‘next wave in the activist shareholder movement.’ I published Felix Rohatyn in 1993 making this statement: ‘A different version of this [relational investing] concept is the purchase of a large interest in an underperforming company for the express purpose of changing management and improving its performance.”

Will activism ease up? Or, get more activist?

Here is how I am thinking of it. When we were living though the hostile takeover wave of the mid-1980s it was hard to imagine that this trend would ever end. But it did. I suppose activism could go either way, and it will be up to what boards do that will largely determine that. The hostile takeover mania ended for many reasons, but board reaction was certainly one that brought it to a close. I think of how the 1985 Van Gorkom decision, when the Delaware Supreme Court called the board of Trans Union Corp. to account for its seemingly lackadaisical approval of the sale of the company, as being a wake-up call for boards to take their role more seriously and be more dutiful in their oversight. That had great effect on the M&A mania of the day, tamping down the “wild west” nature of the takeover artists. Today’s activists are doing the same in making boards more dutiful in their oversight, and by that I mean in the board’s evaluation of corporate strategy, management capability, and enterprise value. Boards can put the activists out of business, just as they all but killed off the hostile takeover artists.

You can read the full interview here.  See the News page of this e-Briefing to access the full copy of this special supplement to The Shareholder Service Optimizer.

Now I do what I am much more comfortable doing. I recommend you read closely my authors for this e-Briefing’s Article of the Month and Columnist essay. All I want this editor’s note to do is set the stage for their expert guidance on shareholder activism and CEO leadership.

As always, I welcome your comments at

Jim Kristie  is the editor and associate publisher of   Directors & Boards.

Click here for a permalink to Jim's article.

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Events of Interest to Directors

February 3, 2015
Deloitte and the Directorship and Corporate Governance Committee of the Financial Women's Association (FWA) host the latest in the "Diversifying the American Board" series. This program is designed to help board-ready executives improve their understanding of the roles and responsibilities for board directors and the steps one may take in seeking a board seat. The topic to be discussed at this session is "The Role of the Board in the Oversight of Ethics and Compliance Programs." The session will be held from 5:00 to 7:30 pm (with time for networking) at Deloitte's offices at 30 Rockefeller Center in New York City. To register visit here.

February 4, 2015
OnBoard Bootcamp will be held in Boston. This program is an insider's guide to mastering the board selection process. The intensive one-day seminar includes: presentations from search executives, advice from current board members on every step of the process, networking, resume tips and interview preparation. The program is hosted by Susan Stautberg, president of PartnerCom Corp., who creates and manages advisory boards; she is also co-founder of WomenCorporateDirectors. A second OnBoard Bootcamp will be held in New York City on Feb. 23. For inquiries or to register contact Edward Stautberg at

February 26-27, 2015
Boards that Lead: Corporate Governance that Builds Value—Based on the book Boards that Lead, this Wharton Executive Education program provides the latest thinking from some of the world's most knowledgeable boardroom veterans on how directors can best make a leadership difference. Classroom sessions will be led by Wharton Management Professor Michael Useem and distinguished practitioners, including co-authors Ram Charan and Dennis Carey of Korn/Ferry International. An evening panel of prominent executives and directors will share their insights and discuss specific strategies and approaches. For more information, click here.

March 3, 2015
"Help Shape the Future of Board Leadership" is an interactive, half-day symposium held by the National Association of Corporate Directors in New York City as part of NACD Directorship 2020, a multiyear initiative designed to help corporate directors prepare for emerging issues and opportunities that will impact boardrooms in the future. This particular session will focus on "Geopolitical Risk and Economic Trends," examining the most significant threats to global prosperity over the next decade; how they might affect your organization, suppliers, and customers; and what your business can do to address them. It is designed for public company directors who serve on audit, compensation, governance, or risk committees looking to weigh in on the disruptive forces boards face today and will face in the future. For more information visit here.

See all events.

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