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January 27, 2023

With ESG here to stay, the key is ensuring that good governance practices are i

January 26, 2023

Unfortunately, boards sometimes screw up.

January 26, 2023

The board should understand the company’s broader ESG goals to ensure the right

January 25, 2023

In an unstable risk environment, directors must help their companies manage for

January 24, 2023

To guide companies toward their ESG goals, audit committee members should under

January 23, 2023

To withstand investor scrutiny, directors must understand industry compensation

January 20, 2023

Public boards may find it more difficult to afford favorable treatment to termi

January 18, 2023

Scenario analysis is crucial to the board’s ability to stay on top of major ris

Five Key Points on the New 1% Buyback Tax

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Who: The tax applies to corporations with stock traded in an established securities market, if the total stock traded (including adjustments) has market value of $1 million or more. It does not apply to investment companies or real estate investment trusts. Foreign companies have special rules. 

Your Company Exited Russia: Will China Be Next?

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A business’s departure from an international market requires extensive board contemplation.

How Global Upheaval Influences Board Decision-Making

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What is the effect of Cold War II on corporate governance?

What should boards and companies do or not do when confronting the impact of geopolitical crises? It may be helpful to consider the broader context giving rise to these issues, namely why we’re in the situation, the lessons we’re learning about geopolitical risk in real time and the key insights that may be helpful in preparing for future geopolitical crises. These questions are timely because they address very important, urgent and serious matters that deserve thoughtful and prudent consideration.

Guidelines for Taking a Stand on Social Issues

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Before speaking out on an issue, make sure it has an impact on company business.

The Illusion of Corporate Governance “Best Practices”

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The best boards focus on solutions and structures tailored to their companies, ignoring cookie-cutter “gold standards.”

Contrary to what good parents have long taught their children, it’s now acceptable in corporate governance to say “everyone else is doing it, you should too.” Advocates of so-called good governance urge companies to take specific actions because they “lag behind their peers” on some favored practice. 

Should ESG Be Renamed?

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Shareholder and stakeholder interests should be one and the same.

Boards Must Help Fix a Flawed Health Care System

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It is not sufficient to assume that management will handle decisions on employee wellness. 

Should Boards Eliminate Corporate Officer Liability for Fiduciary Duty Breaches?

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Boards will need to consider whether to provide officers with a new shield to liability.

More than 35 years ago, in the case of Smith v. Van Gorkom, the Delaware Supreme Court surprised many when it held members of a board of directors financially liable for the breach of their fiduciary duty of care. This unexpected catalyst for director personal liability triggered dramatic increases in D&O insurance premiums and fears that qualified directors would resign en masse from their boards. 

Final Two Dodd-Frank Provisions Could Hinder Boards’ Discretion

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The SEC could make it tougher for boards to hold executives accountable for their actions.

Over the past decade, the implementation of Dodd-Frank provisions such as say on pay, the advisor independence rules and CEO pay ratio disclosure has significantly influenced the evolution of executive compensation practices and disclosures as well as the role of the board. Now, the SEC has turned its attention to finalizing the open compensation-related Dodd-Frank provisions that remain: clawbacks and pay vs. performance disclosure. Both rules were proposed in 2015.

What Directors Are Thinking

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Dorlisa K. Flur