• Who's Responsible for U.S. R&D Investment?
    Issue: 2021 Annual Report
    By April Hall
    The Cold War era represented the golden age for U.S. research and development (R&D) spending. First there was the massive effort to create atomic weaponry in World War II and the subsequent arms race. Then, spurred by the surprise and fear created when the Russians launched Sputnik, the first sa...
  • Investment in the Future: How should the board prioritize R&D spending?
    Issue: 2021 Annual Report
    By Margaret Steen
    Research and development (R&D) spending has been at the heart of many of the United States’ technological advancements, but over the last 20 years China has made a greater investment in technology.According to a National Academy of Sciences report, federal R&D funding as a percentage of gr...
  • Board Oversight of R&D
    Issue: 2021 Annual Report
    By April Hall
    Whether you call it research and development (R&D), intellectual property (IP) or development and operations (DevOps), creating new products and processes represent both big risks and potentially big rewards. The board needs to know what’s happening and when.Gail Lione, a board member at Badge...
  • Directors to Watch 2021: Gender Diversity in the Boardroom
    Issue: 2021 Annual Report
    By Scott Chase
    Assimilating new lessons from the past 18 months, coupled with actions associated with the evolving racial justice movement, will keep boards busy for the foreseeable future.During this time of transition, at least three of the top board agenda items of early 2020 are roaring back onto the table —...
  • How has board service changed in the wake of COVID-19, and what will board service look like in the years ahead?
    Issue: 2021 Annual Report
    By Merline Saintil
    The pandemic has driven digital transformation and the future workforce to the top of board agendas as directors continue to focus on corporate strategy, risk management and talent oversight.To become even more competitive and relevant, companies must leverage digital technology and best practices s...
  • DEI as Fiduciary Duty
    Issue: 2021 Annual Report
    By Margo Georgiadis
    In 15 years as a board director, I’ve never seen a year more challenging than the one we’ve just shared. We’ve navigated intense disruption, economic downturn, social upheaval and deep personal loss. We’ve been connected by tragedies and deeply vital movements for racial justice. And we’ve...
  • A Modern Approach to Recruiting Diverse Board Candidates
    Issue: 2021 Annual Report
    By Rusty O'Kelley
    The emphasis on diversity, equity and inclusion (DEI) in the boardroom is shaping up to be a permanent reframing of all that boards do and, more broadly, how companies approach corporate governance writ large. Though this emphasis has been steadily increasing over the past several years, the events ...
  • Going for 'Woke'
    Issue: 2021 Annual Report
    By Bob Rock
    CEOs are frequently being asked to make a statement and to take a position regarding a myriad of political and social issues. As they increasingly embrace the needs and concerns of a multitude of stakeholders, they are asserting that their companies can “do well by doing good.” Some recent studi...
  • Taming the Tiger in Your Tank
    Issue: 2021 Annual Report
    By Charles Elson
    The recent shareholder revolt at ExxonMobil has captured popular attention and interest in a significant way. It was a shock to the entire corporate community when three insurgent directors, nominated by a small activist fund over strenuous management objection, were elected to the board of such an ...
  • Let Your Mission Guide Your Executive Pay: Highlighting a corporate mission could promote longer-term focus.
    Issue: 2021 Annual Report
    By Seymour Burchman and Mark Emanuel
    Many business thinkers have criticized corporate “short-termism” that discourages crucial long-term investments in intangible capabilities. Executive pay programs get much of the blame, as even “long-term incentives” last only three years, with the goals for each year’s tranche reset annua...
  • What a Difference a Year Makes
    Issue: 2021 Annual Report
    By April Hall
    Looking at the 2021 Fortune 500 list, one could believe DEI in corporate America has hit a tipping point.There are a record 41 female CEOs on the list (up from 37 last year, which was also a record). But more than that, two Black women CEOs made the list, and each helms a Fortune 100 company. This i...
  • Directors’ use of external work email leaves the correspondence vulnerable
    Issue: 2021 Annual Report
    By Doug Raymond
    Every business depends on email to communicate with its key constituencies, including directors. However, a recent Delaware Chancery Court decision reminds us of the risks directors run when they rely on email to communicate sensitive matters. The decision provides another reason why directors shoul...
  • A Decade of Say on Pay
    By Ryan Colucci and Stefanie Kushner
    Say on pay launched in 2011, born out of the SEC’s efforts to reform corporate governance under Dodd-Frank. This non-binding advisory vote, which is an annual event at most companies, allows shareholders to cast votes for or against named executive officer (NEO) compensation. Although it’s a non...
  • Say on Climate? Aligning Compensation and Incentives With Climate Risk
    Issue: 2021 Annual Report
    By Don Delves, Shai Ganu and Michael Siu
    A new governance landscape emerged in corporate America during the first half of 2021. Climate risk and transition considerations rose to the top of investors’ and regulators’ priorities, including Larry Fink’s statement that “Climate transition presents a historic investment opportunity” ...
  • Long-Term Stock Exchange Puts ESG Front and Center
    By April Hall
    The Long-Term Stock Exchange (LTSE) will list its first two companies in August.The LTSE, launched last September, is meant to attract long-term investors. Its listed companies will commit to adopting strong ESG stances that benefit stakeholders, in contrast to prioritizing short-term return for sha...
  • Picking the Good Fight: Leadership in the Boardroom and C-Suite
    By Deborah Rubin
    This piece was originally published by RHR International in an e-book, Building and Sustaining Great Boards.Leadership in the boardroom and the C-suite increasingly requires a balance of wisdom and mettle.This is particularly true in the age of activist investors, social media and proxy advisory fir...
  • The End of Private Equity?
    Issue: 2021 Annual Report
    By William D. Cohan
    If you were a director or an officer of a public company over the last 35 years and were tasked with choosing a buyer for your company, it was a pretty easy decision: You sold to the highest bidder. Ever since the Delaware Supreme Court decided Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc. ...
  • Some Thoughts for Boards of Directors: Key Corporate Governance Issues at Mid-Year 2021
    By Martin Lipton, Steven A. Rosenblum and Karessa A. Cain
    This memo was originally published by the law firm Wachtell, Lipton, Rosen & Katz.Last year, we did a mid-year edition of our annual Thoughts for Boards of Directors to highlight key issues and considerations in managing the challenging business environment and profound upheaval caused by the pa...
  • Patriotic Capitalism: What Does Corporate America Owe the Country?
    Issue: 2021 Annual Report
    By Erin Essenmacher
    In 2012, then-President Barack Obama gave a speech in which he referenced government investments in infrastructure. It was the kind of stump speech that might have gotten a day of coverage and then slipped from the collective consciousness, but for one simple line: “If you've got a business, you d...
  • Are SPAC Board Structures a ‘Conflict-Laden’ Invitation to Fiduciary Misconduct?
    By Frank M. Placenti
    Without a doubt, the trendiest transactions on Wall Street during 2020 and the first half of 2021 were the formation of special purpose acquisition corporations (SPACs) and the follow-on mergers (known as “de-SPAC” transactions) that enable private companies to achieve public company status with...