• Legal Considerations Before Reopening
    After nearly three months of an unprecedented nationwide shutdown, many states have begun lifting the emergency orders issued to reduce COVID-19 transmission rates. Governors in these states are making calculated decisions, weighing the risks of a spike in infection rates against the risks of furthe...
  • Virtual Governance Summit 2020
    Recently, Directors & Boards hosted a series of once-a-day, one-hour webinars addressing the board's role in rebuilding the company and the economy from the COVID-19 pandemic, from the editors of Directors & Boards and Private Company Director magazines. Each day's session featured key ...
  • How Boards Can Help Navigate Coronachaos
    Few firms were prepared for the black swan named COVID-19. The ferocity of the attack of this virus surprised even the most vigilant of organizations. But some firms will emerge stronger as the shock waves ebb and the extreme uncertainty from lockdowns, economic slumps and frozen markets abates. The...
  • Observations From Corporate Directors on the COVID-19 Crisis
    'In crisis there is opportunity'As directors of every company grapple with the effects of COVID-19 on their organizations, it is inevitable that corporate governance in general and boardrooms specifically will be forever changed, in ways both big and small. Since the onset of the pand...
  • Directors & Boards Announces New Executive Editor
    Since 1976, Directors & Boards has provided information, insights and tools to meet the changing needs and requirements of boards and the increasing roles and responsibilities of directors. During the COVID-19 crisis we have stepped up our help and support for our director community through incr...
  • Director Pay: Leading by Example
    The COVID-19 pandemic is challenging leadership everywhere. Like political leaders are making difficult decisions and are differentiating themselves through their ability to execute and keep people safe, corporate leaders are forced to make decisions about their employees and business strategies in ...
  • Zoom Shareholder Litigation as COVID-19 Exposes Online Service’s Security Risks
     While much of the country remains under work and travel restrictions designed to contain the spread of COVID-19, lawsuits continue to be filed and a recent action filed against Zoom Video Communications, Inc. may be a cautionary tale for directors and officers about litigious landscape of our ...
  • Why is ESG Material?
    Purpose is at centerstage of complex factors redefining board director oversight. The dramatic shift in defining the purpose of the corporation by the Business Roundtable (BRT) from “shareholder primacy” principle in 1997, to a “commitment to all stakeholders” in 2019, is a pivot point for corporati...
  • Director Data Q2 2020
    Issue: 2020 Second Quarter
    By Directors and Boards
    Leadership Independence for SV 150, Majority Voting for S&P 100Since 2002, Fenwick & West has surveyed the corporate governance practices of the companies included in the Standard & Poor’s 100 Index (S&P 100) and the technology and life sciences companies included in the Fenwick–Bloo...
  • Top of Mind: Dawn Zier, Director, Hain Celestial Group and Spirit Airlines
    Issue: 2020 Second Quarter
    By Dawn Zier
    As we emerge from the pandemic, we will find permanent changes and shifts in the way we do business which will force management teams and boards to navigate a new normal. From dislocation and disruption emerge lessons and opportunities.As a director, I believe boards and management in a post-COVID-1...
  • Wargaming Risk: What Military Leaders Bring to the Table
    Issue: 2020 Second Quarter
    By April Hall
    When the going gets tough, it’s easy to fall back on language that refers to war. Often people are “on the front line,” or taking on a challenge is a “battle.” Over the years, the United States has waged war on drugs, poverty and, most recently, the coronavirus.The military is known for discipline, ...
  • The Key Challenges Boards Face Now
    Issue: 2020 Second Quarter
    By Punita Kumar-Sinha
    The COVID-19 pandemic is just beginning to take off in India [in late March]. Nonetheless, the Indian government has undertaken a preemptive 21-day lockdown to flatten the curve. As a result, companies are already grappling with massive disruptions. As a board member of several leading Indian compan...
  • Risk Management and the Board
    Issue: 2020 Second Quarter
    By Brad Oates
    One of the most important skills for a board member is the ability to think strategically about risk management and that thinking requires looking at redundancy, diversity in the supply chain, and both financial and talent capacity within our organizations. Examining each of those should be viewed m...
  • A Leadership Q&A With Stan Silverman
    Issue: 2020 Second Quarter
    By Directors and Boards
    Stan Silverman is vice chairman, Drexel University, the author of Be Different! The Key to Business and Career Success, the founder and CEO of Silverman Leadership, and former chair of PQ Corporation. He spoke to Scott Chase about risk and leadership in the time of crisis.Beyond COVID-19 and the ass...
  • COVID-19 and Leadership
    Issue: 2020 Second Quarter
    By Kathy Hopinkah Hannan
    We certainly don’t get to decide on the crisis we will face, but as leaders and directors, we do get to decide on the how we respond and lead through it. To state the obvious, a crisis requires leadership that is prepared, calm, decisive, and comfortable with ambiguity. But in times like these, it i...
  • Butterflies in New Mexico
    Issue: 2020 Second Quarter
    By Norman R. Augustine
    With schools, sporting events, and many businesses shut down in an attempt to slow the spread of coronavirus with “social distancing,” many companies are scaling back or entirely eliminating in-person shareholder events and transitioning to virtual meetings instead.During my decade as a CEO of what ...
  • Boards in the Time of Crisis
    Issue: 2020 Second Quarter
    By Scott Chase and David Shaw
    The unfolding COVID-19 crisis is very much like watching 9/11 happen in slow motion. We know it’s bad, and that it will get worse, but we have no clear indication of when we will reach the apex of the crisis and can begin to recover. We hope that by the time this issue of Directors & Boards arri...
  • What COVID-19 Means for Public Companies
    Issue: 2020 Second Quarter
    By Laura D. Richman and Michael L. Hermsen
    COVID-19 has raised a number of issues specific to public companies that file reports with the U.S. Securities and Exchange Commission (SEC). These matters include the application of SEC disclosure requirements to the COVID-19 situation, logistics for upcoming shareholder meetings and administrative...
  • Meeting Safely, Legally
    Issue: 2020 Second Quarter
    By Beth Braverman
    With schools, sporting events, and many businesses shut down in an attempt to slow the spread of coronavirus with “social distancing,” many companies are scaling back or entirely eliminating in-person shareholder events and transitioning to virtual meetings instead.Most public companies have histori...
  • Anticipating the Unanticipated
    Issue: 2020 Second Quarter
    By Doug Raymond
    As we have been painfully reminded by recent events, life can come at you fast, and systemic shocks and unanticipated challenges will stress even the best-organized companies. As individuals, families and businesses have struggled to respond to the COVID-19 pandemic, many boards of directors have be...