November 30, 2022

Boards must clarify whether they expect to be consulted on the company’s respon

November 29, 2022

How to use tabletop exercises to generate the right questions to ask of your cy

November 28, 2022

Recent guidance from the Department of Justice shines light on the importance o

November 23, 2022

Investors prefer performance-based incentives and are skeptical of time-based a

November 22, 2022

Boards must be prepared to take a more comprehensive and strategic approach to

November 21, 2022

Both “Big R” and “Little R” restatements are affected by the Dodd-Frank holdove

November 16, 2022

Amid today’s heightened competition for directors, it’s essential to create a c

November 11, 2022

Technology, sustainability and talent are among the topics forcing committees t

The New Equilibrium

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Spurred on by activists and academics, embraced by consumers and employees, and acknowledged by management and directors, ESG has risen to the top of the board’s agenda. In just a few short years, these constituencies have forged an unlikely and unwieldy alliance that has upended the decades-old doctrine of shareholder supremacy.

Robert H. Rock is chairman of MLR Media.

The Flaw in ESG

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The world of corporate governance has changed dramatically in just the past two COVID-dominated years — and, frankly, not for the better. The original thrust of the 30-year governance movement focused on better board composition, independence, power and structure. This created dramatic and positive change in the functioning of most American public, private and non-profit enterprises.

Charles Elson is executive editor-at-large of Directors & Boards.

New Challenge for an Editor, Fresh Perspective for a Magazine

Hello, my name is Bill Hayes, and I am the new managing editor of Directors & Boards and Private Company Director magazines.

Bill Hayes is managing editor of Directors & Boards and Private Company Director magazines.

Navigating the Risks of Corporate Political Spending

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A model code of conduct may help companies stay safe.
Today, companies face serious challenges navigating the heightened risks posed by political spending. Policies alone won’t suffice. What companies need is a broad framework to guide them in deciding how to handle political spending and in evaluating and managing the accompanying risks of this spending. 

Bruce Freed is president of the Center for Political for Political Accountability. 

To Give or Not to Give?

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The board should evaluate whether it’s appropriate to engage in political spending.

Doug Raymond is a partner at the law firm of Faegre Drinker Biddle & Reath LLP (  He can be reached at

Can DEI Initiatives Bring Litigation Risks?

Companies’ diversity, equity and inclusion (DEI) efforts are front page news.  Institutional investors are vocal about the importance of diversity in a company’s workforce, particularly on its management team, as well as on the board of directors. Human capital management practices were the focus of recent disclosure requirements issued by the Securities and Exchange Commission in August 2020 (which the SEC has indicated may be enhanced in the near future). And some companies are beginning to tie executive incentive compensation to DEI or other human capital metrics.

Robin Melman is a partner at Baker Botts LLP.