• “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: 2023 Second Quarter
    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?

  • Lawrence Cunningham and Jeffrey Sonnenfeld Debate Corporate Purpose

    Issue: First Quarter 2023
    By: Bill Hayes

    On a day that featured a series of conversations highlighting the advantages and drawbacks of shareholder capitalism, one of the highlights was surely the square-off between Lawrence Cunningham and Jeffrey Sonnenfeld, who shared their visions of the purpose of a corporation, their thoughts on why

  • New Survey Finds Boards Ready for Refreshment and Skeptical of ESG Benefits

    Issue: First Quarter 2023
    By: Bill Hayes

    About half of the 700 directors surveyed by PwC for its Charting the Course Through a Changing Governance Landscape report would replace at least one member o

  • Economic Recession Looms as the Top Concern for Corporate Directors

    Issue: First Quarter 2023
    By: Bill Hayes

    As part of its 2023 Governance Outlook: Projections on Emerging Board Matters, the National Association of Corporate Directors surveyed more than 300 directors on their expectations for the coming year as well

  • My Board Journey

    Issue: First Quarter 2023
    By: Daphne E. Jones

    Director, AMN Healthcare, Barnes Group Inc., Destiny Transformations Group, Masonite International; author, Win When They Say You Won’t: Break Through Barriers and Keep Leveling Up Your Success

  • What Directors Are Thinking

    Issue: First Quarter 2023
    By: Ertharin Cousin

    What Directors Are Thinking Ertharin Cousin Independent Director: Bayer SA, Mondelēz

  • Setting Up Compensation Plans When the Stock Price Is Depressed

    Issue: First Quarter 2023
    By: Kris O'Toole

    Retaining your best talent may require adjusting for market volatility.

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