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

November 10, 2022

Directors should be able to identify the signs that a company would benefit fro

October 21, 2022

Finding the new top executive can’t be all about culture fit. 

October 18, 2022

Boards must become more digitally savvy to help guide companies through transfo

Is Your Board Ready for a New Era of Shareholder Activism?

Listen to article

Activists are launching more campaigns, and they are finding more success.

Survey: Recession Concerns Make Non-M&A Growth a Top Board Priority

Listen to article

Meanwhile, the best home for ESG oversight is still up for debate.

In its recently released fall board pulse survey, Proactive Governance to Address Recessionary Pressures, BDO USA sought to pinpoint the obstacles boards currently face and what strategies they use to overcome them. The survey found that boards prioritize the driving of growth and planning for recessionary declines in product or service demand. 

Should Dual-Class Share Structures Be Eliminated?

Listen to article

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?

Listen to article

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

Five Key Points on the New 1% Buyback Tax

Listen to article

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?

Listen to article

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

How Global Upheaval Influences Board Decision-Making

Listen to article

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

Listen to article

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

The Illusion of Corporate Governance “Best Practices”

Listen to article

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?

Listen to article

Shareholder and stakeholder interests should be one and the same.