• The Ups and Downs of C-Suite Compensation

    Issue:
    By: Bill Hayes

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

  • What Directors Are Thinking

    Issue:
    By: Charles Zimmerman, Ph.D.

    What Directors are Thinking Charles Zimmerman, DMin

  • Don’t Drop the Baton: Talk More About CEO Succession Planning

    Issue:
    By: Naveen Bhateja

    With more than half of companies failing to plan for CEO succession, the topic needs to become more prevalent at meetings.

  • When the Going Gets Tough…

    Issue:
    By: Bill Hayes

    To contribute effectively during economic uncertainty, directors need candor, care, curiosity and humility.

  • Recent McDonald’s Case Is a Game-Changer for Duty of Oversight

    Issue:
    By: Doug Raymond, Todd Schiltz and Christina Lidondici

    Boards of Delaware corporations may want to move toward adopting officer exculpatory provisions.

  • Risk 2023: Déjà Vu All Over Again

    Issue:
    By: Beth Siegert and Matthew Bey

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

  • “We Said What?”

    Issue:
    By: Nir Kossovsky and Denise Williamee

    ESG statements in press releases, the company website and other marketing can be costly to the company and its reputation.

  • Cyber Breaches and Insider Trading

    Issue:
    By: Charles Elson and Sanjai Bhagat, Ph.D.

    There’s a better way to prevent C-Suite self-dealing than the SEC’s cybersecurity disclosure proposal.

  • The Lessons of the Great Recession

    Issue:
    By: Matteo Tonello

    Today’s economy is similar in key ways to the economy in 2008. Your board would do well to assess the parallels.

  • The SEC “Cools Off” Insider Trading

    Issue:
    By: Michael Stocker Dark and Nathaniel Orenstein

    Trading plans are now subject to new limits that can prevent insider trading and help boards prevent C-Suite misconduct.

  • Buttressing Capitalism

    Issue: First Quarter 2023
    By: Robert H. Rock

    Directors are spending more time discussing and evaluating talent, not just at the top but throughout the company. Once focused exclusively on the top one or two tiers reporting directly to the CEO, boards are now looking further down into the organization, even at entry-level recruiting.

  • “Never Let a Good Crisis Go to Waste”

    Issue:
    By: Clare Putnam Pozos

    Five steps to help the board respond to a corporate emergency.

  • The New Frontier of M&A and Corporate Boards

    Issue: First Quarter 2023
    By: Charles Elson

    My retirement from teaching lasted less than a year.   

  • Focus on G, But Keep E at the Forefront

    Issue: First Quarter 2023
    By: Bill Hayes

    With temperatures continuing to climb globally and stakeholders demanding action, the environment will remain a priority for boards. The letter G is a wonderful letter. Some of my favorite words begin with it.  Gargantuan.   Gregarious. 

  • Character of the Corporation: Executive Compensation

    Issue: First Quarter 2023
    By: Directors & Boards

    The following is an excerpt from a conversation that took place at MLR Media's Character of the Corporation conference. Matt Vnuk: What should be incorporated into an executive bonus program?  

  • Character of the Corporation: Share Buybacks

    Issue: First Quarter 2023
    By: Directors & Boards

    The following is an excerpt from a conversation that took place at MLR Media's Character of the Corporation conference. Bill Rock: Is there anything inherently wrong with buybacks and returning capital to shareholders?  

  • Character of the Corporation: Geopolitical Risk

    Issue: First Quarter 2023
    By: Directors & Boards

    The following is an excerpt from a conversation that took place at MLR Media's Character of the Corporation conference. 

  • Character of the Corporation: SEC Disclosure Agenda

    Issue: First Quarter 2023
    By: Directors & Boards

    The following is an excerpt from a conversation that took place at MLR Media's Character of the Corporation conference. Peter Begalla: What are the new SEC climate and carbon disclosure requirements?

  • Character of the Corporation: ESG

    Issue: First Quarter 2023
    By: Directors & Boards

    The following is an excerpt of a conversation that took place at MLR Media's Character of the Corporation conference. Byron Loflin: What are the opportunities in ESG today that you’ve seen that companies or board members can think about?

  • Character of the Corporation: The Delaware Court of Chancery and the Board

    Issue: First Quarter 2023
    By: Directors & Boards

    The following is an excerpt of a keynote conversation that took place at MLR Media's Character of the Corporation conference.  Don Delves: How does the court approach situations when evaluating a stockholder challenge to board action?

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