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.


Accept a bank board seat? A verdict from the litigators


Dennis Klein is a partner with the law firm Hughes Hubbard whose practice focuses on complex commercial litigation, including officer and director liability lawsuits and bank insolvency problems. Derick Sohn and Tyler Grove are associates with the firm in its litigation department. The authors wish to thank Eleanor Erney and Iain Barr for their help in researching this article. The authors can be contacted at,, and

Invited to join a bank board?


In many respects the banking industry has become the favorite ‘piñata’ of politicians, the media and the public; everyone feels entitled to take a swipe. The recent financial crisis seriously damaged the image of the entire banking industry, including the reputations of both bankers and bank directors.  

Charles J. Thayer  is chairman and managing partner of Chartwell Capital Ltd., a private investment firm that provides specialized advisory services on a wide range of financial and governance issues to the boards of directors and executive management of banks, corporations and institutional investors ( He organized Chartwell Capital in 1990 following a 20-year career in the banking industry. He is a bank director and currently serves as chairman emeritus of the American Association of Bank Directors. He is the author of It Is What It Is (2010), a book describing how the board, management team and employees of AmericanWest Bank successfully navigated their way through the financial crisis of 2008. He can be contacted at

Negative votes have consequences


Is shareholder voting on the election of board members effective, or is it, to quote New York Times reporter James Stewart, “an electoral system unworthy of Soviet-era sham democracies”? Asked another way, do dissenting votes by shareholders have any consequences for directors nominated for elections?

Dr. Reena Aggarwal is the Robert E. McDonough Professor of Business Administration and Professor of Finance at Georgetown University’s McDonough School of Business. The author also is the director of the Georgetown Center for Financial Markets and Policy. She can be contacted at

Factor tone and culture 'into the equation


With the SEC’s stepped-up enforcement regarding corporate accounting and financial reporting, many audit committees are sharpening their focus on the quality of the company’s financial reporting and disclosures. Essential to this, of course, is having robust discussions with management and auditors about the numbers and the narrative — critical accounting policies, judgments, and estimates, disclosures (including non-GAAP information), internal controls, key transactions, particular areas of SEC staff focus, and more.

Howard Scheck, a KPMG partner, leads the SEC regulatory enforcement and compliance efforts of KPMG’s Forensic Advisory Practice. The author is a former Chief Accountant in the SEC’s Division of Enforcement. He can be contacted at

The tension between 'boards and investors


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

Sustainability: The next wave

As i head off this fall to my 40th business school reunion I am reminded of the political, social, and environmental campaigns that took place during both my Harvard College years (AB 1972) and my Harvard Business School years (MBA 1972, DBA 1974). A red-fisted “Strike Shirt” came to embody the heightened awareness and student activism swirling around the Vietnam War, the Women’s Movement, and Earth Day.

Time's up: Director 'tenure moves 'to the front burner


Over the past 10 years directors have devoted an enormous amount of time and attention to a long list of pressing concerns, from compliance to risk oversight, succession planning, and more. Now, another long-simmering issue has become one of the latest flash points in board governance: director tenure. Insistent questions about length of director service have been pushed to the fore by four trends that have converged to give the issue new momentum.    

Matt Aiello is a partner in the Chief Executive Officer & Board of Directors Practice based in the Washington, D.C., office of Heidrick & Struggles ( With nearly 15 years of search experience, he has expertise building boards for distressed and Chapter 11 entities, and specializes in the recruitment of senior-level technology, operations and engineering executives. He currently co-leads the firm’s Cyber Security Practice and leads the Americas Information & Technology Officers Practice. Lee Hanson is a vice chairman in the New York City and San Francisco offices of Heidrick & Struggles. She is a senior member of the global Financial Services and CEO & Board Practices. She specializes in the private equity and venture capital, investment banking, asset management, and hedge fund industries. The authors can be contacted at and

Directors to Watch 2014


Activism, as many directors have discovered, comes in many different varieties. For some, aggressive shareholders disrupting annual meetings, pushing inconvenient votes, or requesting sensitive information are at the perigee of owner empowerment. For others, activism in the digital age has taken a different form, with agitators sometimes having no stake whatsoever in the targeted company itself but rather in an ideal or a cause that affects the boardroom and often the company’s reputation.

The Year in Governance


From a Cleary Gottlieb Alert Memo addressing “Selected Issues for Boards of Directors in 2013”: “We expect that shareholders will be increasingly focused on the issue of board composition, and as a result, in 2013 many boards will need to consider whether the current array of directors is appropriate in light of the evolving business and regulatory environments and the challenges they pose for the corporation.”  

ISS vs. Nucor's ghost: 'Lost in metric madness

If there were a “Top 10” list for best management incentive plans ever, the Nucor plan created in 1966 for the senior officers of this steel company would certainly rank near the top. Over the next 30 years, CEO Ken Iverson and his Nucor team would create one of the legendary stories of American business. Everyone who wrote their story, including Iverson, singled out Nucor’s incentive plan as a cornerstone of their success.

Marc Hodak is managing director of Hodak Value Advisors, a firm specializing in the compensation issues of corporate governance ( He teaches corporate governance at New York University’s Leonard N. Stern School of Business. 

The author can be contacted at