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Shareholder Activism and the Universal Proxy

Shareholder activism is evolving in a manner that demands intense boardroom attention. The advent of the universal proxy empowers shareholder activists seeking to change corporate strategy or to bring fresh blood to the CEO suite. Activists commonly advocate for buybacks, increased dividends, and changes in capital allocation, as well as shakeups in the CEO suite. […]

Current Issues in Executive Compensation

This session will review the latest trends on key issues facing compensation committees, whose role continues to expand into issues of human capital management and diversity, equity, and inclusion (DEI). The panelists will review current practices on tying pay to performance, especially in light of the new required disclosures under the pay-versus-performance rules and increased […]

Risk Management and Compliance at the Board Level: Caremark Obligations and Beyond

The board’s risk oversight responsibility has become more complex and subject to enhanced scrutiny from the courts in recent years. Institutional investors have identified risk oversight as a critical governance issue while pushing for more meaningful disclosures on the board’s risk oversight activities. Although the day-to-day risk management belongs with management, the board must engage […]

Defend Your Company, Defend Yourself: Private Litigation and Government Investigations

Litigation risks facing directors, officers, and corporations are inevitable and increasingly complex. The Securities and Exchange Commission (SEC) and Department of Justice (DOJ) have stated their intention to pursue, punish, and deter the individuals who are responsible for corporate misconduct, and both agencies are increasingly focused on cooperation and self-reporting from target companies. Although private […]