As laid out in a separate session, the implementation of AI and its rapidly advancing capabilities presents myriad risks for organizations. So how can boards set up governance, accountability, and compliance frameworks that best allow them to oversee, monitor, and mitigate those risks, while also harnessing the competitive advantage that AI offers in terms of increased capabilities, productivity, and efficiency? This session will explore the board’s role in overseeing the potential strategic opportunities and risks of AI. Panelists will offer practical advice to board members who are considering ways to integrate AI into their products or operations in a safe, responsible, and trustworthy manner. They will explore the evolving landscape of AI governance, different AI governance frameworks, a well as risk mitigation strategies. Finally, panelists will share best practices for navigating the evolving regulatory landscape in the U.S. and abroad.

As corporations face more complex and interconnected risks in today’s global economy, the responsibilities and workload of the audit committee has continued to expand and become ever more complicated. On top of that general trend, there are significant potential changes to auditing standards, financial reporting, and disclosure rules that audit committee members need to have on their radar screens. The Public Company Accounting Oversight Board (PCAOB) has been critical of audit quality and recently levied the largest penalty in its history. Meanwhile, the Financial Accounting Standards Board (FASB) has issued proposals to disaggregate the income statement and to mandate tax transparency. And the Securities and Exchange Commission (SEC) adopted rules requiring enhanced disclosures for climate and cybersecurity risk and oversight. Moreover, the SEC may soon propose additional human capital disclosures, heeding calls to provide more information to investors about what has become the most valuable asset at many companies with the rise of the “human capital firm.” This session will discuss best practices for how audit committee members can keep up with these expanded responsibilities and calls for increased transparency and prepare for changes to accounting, reporting, and disclosure obligations that will fall under the audit committee’s oversight.

While 2023 proved to be a challenging year for M&A activity globally, a modest rise in completed deals in the first quarter of 2024 hints at the possibility of a measured resurgence. Nonetheless, dealmakers continue to face a host of uncertainties, from global conflict, to a shaky economic recovery, to stubbornly high inflation. In this environment, every publicly traded corporation needs an M&A strategy. Is it a buyer or a seller? Is it prepared to respond to an adequately priced offer from a credible bidder? What’s the smartest way to deploy a poison pill, if at all, and how can the board intelligently try either to fend off an attack or negotiate for a higher price? Also, how can a board be sure that it’s getting the best legal and investment banking advice for the challenge that it’s facing? How can companies prepare to withstand increasing antitrust scrutiny of mergers and acquisitions, and how should they think about the Department of Justice’s new safe harbor policy for self-disclosed misconduct discovered during the M&A process? This session will convene leading experts to discuss best practices in board engagement with M&A strategy and implementation, from both the buy and sell side. The session will explore current at-market bidding practices, director fiduciary responsibilities in M&A transactions, implications of shareholder activism, the importance of Delaware’s reliance on independent committees and on majority of minority approval in M&A transactions, increased regulatory scrutiny, and how boards can build a record that will withstand inevitable litigation scrutiny.