September 21, 2022

For directors, it’s essential to understand a company’s finances and anticipate

September 20, 2022

Success with sustainability requires directors to drive bold action in a decisi

September 19, 2022

The practice will only grow as disclosure of climate-related data becomes more

September 16, 2022

Advanced preparation and optimal board personnel are key if you want to avoid a

September 14, 2022

There is now more flexibility for Delaware corporations to delegate equity awar


Mirion Technologies Inc.
Consolidated Communications Holdings Inc.
Broadmark Realty Capital Inc.
Ethan Allen Interiors Inc.


Is your board really looking after shareholders' interests?

Surprisingly, many private company boards pay little attention to perhaps their most important function, maximizing realized shareholder value. Despite their legal and fiduciary responsibility to exercise this function, boards often fail to give it much attention. My experience from serving on 14 different boards is that this issue is seldom even on the agenda! 

George Isaac is founder and president of GAI Capital Ltd. ( He has 30 years of experience as a family business CEO, board member, consultant and executive coach and has served on 14 boards of public and private companies ranging in size from $30 million to $1 billion. He advises clients on succession planning, board and family governance, family dynamics, operating performance improvement, and wealth realization and protection strategies. The author can be contacted at

Do you want hands-on board members? Yes


In an environment of increasing global competition, constant technological innovation, and greater shareholder activism, public company CEOs who partner with hands-on, active board members can better drive equity value creation.

Eric Salzman is the managing member of SarniHaan Capital Partners, a consulting firm he established to target special situation investment opportunities and serve as an active board member at both public and private equity-owned companies. He has extensive experience as a private equity investment professional, buy-side analyst, special situations portfolio manager, and restructuring professional. Over the past six years he has served as a board member, advisory board member, and/or board observer to 12 public and private companies in a range of sectors including technology, telecommunications, healthcare, energy and industrials. He currently serves as an independent director at two public and three private companies. The author can be contacted at

The Directors & Boards Survey: 2014 Top Corporate Governance Law Firms

Directors & Boards presents its seventh annual ranking of top law firms specializing in corporate governance issues. These rankings represent the unaided (“fill in the blank”) responses from 208 respondents to our legal services survey, which was conducted in November 2014. 

Private companies need boards focused on innovation, too

Innovation is the lifeblood of high-growth, private companies. With a three-to-five-year time horizon to major growth inflection points, these companies must aggressively pursue strategies in all aspects of business. Boards must support innovation efforts not only in product development but also in sales and marketing (e.g., the implementation of social media engagement to reach and retain customers), finance, and all other areas across an organization.

Tracy Warren is a general partner of Battelle Ventures and its affiliate fund, Innovation Valley Partners, for which she focuses on investments in health and life sciences as well as emerging energy technologies. She has co-founded and serves as a board member of several life sciences companies, advises on new company formation, mentors female entrepreneurs, and provides other early stage leadership to private growth companies.

Innovation starts in the boardroom


Innovation is one of the hottest topics in global business today. Everyone and every company is striving to be “more innovative.” The role and focus of the board in innovation can vary dramatically with the nature of the company it oversees: 

• In high-growth entrepreneurial companies, boards often view their role as guiding innovation. Typically they are seeking to enforce more accountability and discipline in a highly entrepreneurial company — without dampening the innovative spirit that lies at the heart of the corporate culture. 

Beverly Behan is the author of Great Companies Deserve Great Boards (Palgrave MacMillan, 2011). She has worked with more than 130 boards over the past 18 years through her consulting firm, Board Advisor LLC in New York (, and recently designed a program on “The Role of the Board in Innovation” for the Malaysian Directors’ Academy. 

The author can be contacted at 

Succeeding at succession: Do this, don't do that


Noel M. Tichy, a renowned authority in leadership and organization development, is a professor at the Ross School of Business at the University of Michigan. This article is excerpted from Succession by Noel M. Tichy, copyright ©2014 by the author, published by Portfolio, a member of Penguin Group (USA) LLC ( In his new book Tichy draws on decades of hands-on experience working with CEOs and boards to provide a framework for building a smart, effective transition pipeline, whether for a multibillion-dollar conglomerate, a family business, a small start-up, or a nonprofit. The author’s website is

Benefits for the board of conducting a cybersecurity audit


Boards everywhere are asking what they should be doing about cybersecurity. Ensuring the adequacy of a company’s cybersecurity program is a critical part of a director’s risk oversight responsibilities, yet most board members may not be as familiar with the components of a cybersecurity program as they are with operational and financial issues.

Patricia A. Oelrich  is a member of the board of Pepco Holdings Inc. From 2001 to 2009 she was vice president of IT risk management for GlaxoSmithKline Pharmaceuticals, and was vice president of internal audit from 1995 to 2000. Earlier in her career she was a partner of Ernst & Young, leading the Chicago Office Information Systems Audit and Security Practice. She has been a director of Pepco Holdings since May 2010. The author can be contacted at

Enterprise mobility: 'The next major risk 'management challenge


One of your greatest strengths is also your greatest vulnerability. That is the dichotomy inherent in the rapid rise of mobile devices in the enterprise: they simultaneously present significant opportunity for business transformation and the most daunting information-security risk.  

John Chen is chairman and CEO of BlackBerry Ltd., a global leader in mobile communications. He joined the company in 2013 after serving as chairman and CEO of Sybase Inc., where he led a transformation of the slow-growth software provider into a fast-growing innovative mobile commerce firm when it was acquired by SAP AG. He started his career as a design engineer with Unisys Corp. He serves on the boards of Walt Disney Co. and Wells Fargo & Co.

Capital allocation and the board


It’s a good problem to have: Generating and holding record levels of cash — as many companies are today — creates more investment options. But in a period of weak global economic growth and low interest rates, it also means tougher decisions and greater scrutiny of the company’s use of capital. Pay dividends? Repurchase stock? Make a strategic acquisition? Invest in organic growth? 

Dennis T. Whalen is partner in charge and executive director of KPMG’s Audit Committee Institute. The author can be contacted at

How long term is your long-term planning?


As readers of this journal know, the case of Revlon v. MacAndrews & Forbes Holdings, one of the foundational cases of Delaware corporate law, stands for the proposition that when the sale or breakup of a company is inevitable, the obligations of the board shift from a focus on long-term strategy to instead seeking the best price reasonably available for the stockholders. 

Doug Raymond is a partner in the law firm Drinker Biddle & Reath LLP ( The author can be contacted at