MORE NEWS & ARTICLES

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

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

Dorlisa K. Flur
Director: Sally Beauty Holdings, Hibbett Sports, United States Cold Storage Inc.

My Board Journey

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Beverly Cole
Director: Bank OZK
 

Beverly Cole

Board service, whether it’s for a nonprofit organization or corporate entity, can provide professional growth opportunities and strengthen your personal brand. 

Business Ethics: What Everyone Needs to Know

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A book review by Howard Brod Brownstein

Strategy, First and Foremost

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Bob Rock

Abortion and the Board

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Charles Elson

All Corporate Boards Should Have Director Term Limits

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Mandated limits on service time are the only way to guarantee new perspectives and fresh ideas.

Bill Hayes