March 16, 2023

A new report finds CEO and CFO base salaries increasing but bonuses on the decl

March 14, 2023

What Directors are Thinking

March 9, 2023

With more than half of companies failing to plan for CEO succession, the topic

March 9, 2023

To contribute effectively during economic uncertainty, directors need candor, c

March 7, 2023

Boards of Delaware corporations may want to move toward adopting officer exculp

March 6, 2023

Boards continue to be challenged by the war in Ukraine, China relations and ESG

March 3, 2023

ESG statements in press releases, the company website and other marketing can b

March 2, 2023

There’s a better way to prevent C-Suite self-dealing than the SEC’s cybersecuri

Should Dual-Class Share Structures Be Eliminated?

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Dual-class shares make companies unaccountable to shareholders, markets and courts.

Over the last decade, company founders have been opting to shore up control by creating multi-class voting structures that undercut shareholder voting power. This stock ownership structure reduces shareholder influence, undermines corporate governance and shifts the burden of investment grievances to the courts.

Defying Critics and Curbs, Buybacks Persist: Should Executives Benefit From Them?

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Buybacks can be a boon for shareholders, but a detriment to employees.

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.