Welcome to Top 10 Topics in 2021: A Brave New World -
The world has changed a lot since our 2020 report. A global pandemic; an ongoing reckoning on race, inequality and social justice; a climate crisis; an economic shock;...more
2/11/2021
/ Biden Administration ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Cybersecurity ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Legislative Agendas ,
Remote Working ,
State and Local Government ,
Trade Relations
- California state court held that federal forum provisions for Securities Act claims are not illegal and may be used to sidestep the bar on removal of Securities Act claims following the United States Supreme Court’s ruling...more
- The Paycheck Protection Program (PPP), contained within the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act” or the “Act”) signed by President Trump on March 27, 2020, creates a $349 billion loan facility...more
Election and Impeachment -
The presidential race will garner much of the attention during the 2020 election cycle, but there is fierce competition elsewhere, too. Republicans and Democrats are fighting for both U.S. House...more
1/10/2020
/ #MeToo ,
Congressional Investigations & Hearings ,
Corporate Governance ,
Cybersecurity ,
Environmental Social & Governance (ESG) ,
Impeachment ,
NAFTA ,
Pay Equity Laws ,
Political Candidates ,
Political Corruption ,
Presidential Elections ,
Shareholder Activism ,
Trump Administration
Election and Impeachment -
The presidential race will garner much of the attention during the 2020 election cycle, but there is fierce competition elsewhere, too. Republicans and Democrats are fighting for both U.S. House...more
1/9/2020
/ #MeToo ,
Congressional Investigations & Hearings ,
Corporate Governance ,
Cybersecurity ,
D&O Insurance ,
Diversity ,
Emerging Technology Companies ,
Environmental Social & Governance (ESG) ,
General Elections ,
Impeachment ,
NAFTA ,
Pay Equity Laws ,
Pay Gap ,
Political Candidates ,
Political Corruption ,
Presidential Elections ,
Quid Pro Quo ,
Securities and Exchange Commission (SEC) ,
Shareholder Activism ,
Trade Policy ,
Trump Administration ,
United States-Mexico-Canada Agreement (USMCA) ,
Woman Board Members ,
WTO
1. Corporate Culture -
The corporate culture of a company starts at the top, with the board of directors, and directors should be attuned not only to the company’s business, but also to its people and values across the...more
12/19/2018
/ #MeToo ,
Board of Directors ,
Corporate Culture ,
Corporate Social Responsibility ,
Corporate Strategy ,
Cyber Threats ,
Cybersecurity ,
Data Breach ,
Data Privacy ,
Data Protection ,
Data Security ,
Disclosure Requirements ,
Diversity ,
Enforcement Actions ,
General Elections ,
Popular ,
Sanctions ,
Securities and Exchange Commission (SEC) ,
Sexual Harassment ,
Shareholder Activism ,
Strategic Planning ,
Tax Cuts and Jobs Act ,
Trump Administration
Here is our annual list of hot topics for the boardroom in the coming year:
Corporate strategy: Oversee the development of the corporate strategy in an increasingly uncertain and volatile world economy with new and more...more
Proxy Access -
2015 was a turning point for shareholder proposals seeking to implement proxy access, which gives certain shareholders the ability to nominate directors and include those nominees in a company’s proxy...more
Executive and Director Compensation -
Perennially in the spotlight, executive compensation will continue to be a hot topic for directors in 2016. But this year, due to the SEC’s active rulemaking in 2015, directors will...more
Audit Committees -
Averaging 8.8 meetings a year, audit continues to be the most time-consuming committee.i Audit committees are burdened not only with overseeing a company’s risks, but also a host of other...more
Risk Management -
Risk management goes hand in hand with strategic planning — it is impossible to make informed decisions about a company’s strategic direction without a comprehensive understanding of the risks involved....more
Cybersecurity -
Nearly 90 percent of CEOs worry that cyber threats could adversely impact growth prospects, up from nearly 70 percent the previous year. Yet, in a recent survey, nearly 80 percent of the more than 1,000...more
M&A Developments -
M&A activity has been robust in 2015 and is on track for another record year. According to Thomson Reuters, global M&A activity exceeded $3.2 trillion, with almost 32,000 deals during the first three...more
Board Composition and Succession Planning -
Boards have to look at their composition and make an honest assessment of whether they collectively have the necessary experience and expertise to oversee the new opportunities...more
Social Media -
Companies that ignore the significant influence that social media has on existing and potential customers, employees and investors do so at their own peril. Last quarter, Facebook reported daily active...more
Top 10 Topics for Directors in 2016 U.S. public companies face a host of challenges as they enter 2016. Here is our annual list of hot topics for the boardroom in the coming year...
...more
Shareholder Activism -
Shareholder activism and “suggestivism” continue to gain traction. With the success that activists have experienced throughout 2015, coupled with significant new money being allocated to activist...more
Strategic Planning Considerations -
Strategic planning continues to be a high priority for directors and one to which they want to devote more time.i Figuring out where the company wants to — and where it should want to...more
In this analysis:
- Introduction
- MFW standard applied
- Control explained
- Indemnification tested
- Revlon and fiduciary duties examined
- Delaware reaches out
- Excerpt...more
2/9/2015
The increasing cost of healthcare is a significant concern for companies that provide health care benefits to their employees. With certain key provisions of the Patient Protection and Affordable Care Act, more commonly known...more
As we wrote earlier this year, end-use corporate energy consumers large and small are increasingly turning to distributed power generation using solar, wind and other technologies to reduce purchased power costs and price...more
Earlier this month, several significant amendments to the Delaware General Corporation Law (the DGCL) were approved. These amendments are substantially the same as the amendments originally proposed in April 2014 and will...more
Last week in Kahn v. M&F Worldwide Corp. (Del. March 14, 2014), the Delaware Supreme Court upheld the decision of the Court of Chancery in the In re MFW Shareholders Litigation (Del. Ch. May 29, 2013) case and also upheld the...more
During 2013, in addition to the important changes to the Delaware General Corporation Law (“DGCL”) and the Limited Liability Company Act, described here, the Delaware courts issued a number of decisions that have a direct...more
The boards of all public companies should consider adopting a forum selection bylaw, if they have not already put one in place. The purpose of such a provision is to designate an exclusive venue for stockholder derivative...more