Public company boards are facing an unprecedented convergence of destabilizing forces, including geopolitical shocks, inflation, supply-chain disruptions, social unrest, and rapid technological change. At the same time,...more
7/8/2025
/ Board of Directors ,
Corporate Culture ,
Corporate Governance ,
Fiduciary Duty ,
Market Volatility ,
Risk Assessment ,
Risk Management ,
Shareholders ,
Stakeholder Engagement ,
Succession Planning ,
Transparency
The Situation: Boards of directors face increasingly intense workloads, pressure to respond to developments in real time, and exposure to a higher level of legal risk than ever before....more
In Short -
The Background: The recent failure of Silicon Valley Bank, the second-largest bank failure in U.S. history, temporarily paralyzed start-ups, public companies, venture firms, private equity firms, and portfolio...more
In Short -
The Situation: Until now, Delaware corporations could eliminate or limit monetary liability for breaches of the duty of care only by directors—but not officers. ...more
The Background: The Delaware Chancery Court held that a board of directors breached its fiduciary duties in adopting a shareholder rights plan, or "poison pill," with an unprecedented combination of "extreme" features,...more
The Background: Beginning with this proxy season, ISS will use metrics based on "EVA"—economic value added—as part of its pay-for-performance analyses. ISS claims that this use of EVA-based metrics will present a better...more
The Background: SEC Staff Legal Bulletin 14K offers new guidance for companies seeking to exclude Rule 14a-8 shareholder proposals relating to a company's "ordinary business" operations.
The Issue: The SEC's previously...more
The Background: The U.S. Securities and Exchange Commission ("the SEC") has announced that it may no longer review no-action letter requests relating to shareholder proposals submitted to companies under Rule 14a-8. The SEC...more
9/3/2019
/ Board of Directors ,
Bylaws ,
Corporate Governance ,
New Guidance ,
No-Action Letters ,
No-Action Relief ,
No-Action Requests ,
Proxy Season ,
Proxy Statements ,
Rule 144A ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders ,
Stakeholder Engagement