Across the Board
Utilizing the Board During a Tough Market
Why proactive, informed board oversight is more critical than ever in navigating strategic transactions
“As companies navigate an increasingly unpredictable deal environment shaped by global trade disruptions and political uncertainty, boards are being called upon to provide not just oversight but insight. According to Robyn Bew, director of the EY Americas Center for Board Matters, strategic transactions remain a powerful lever for growth, even in choppy waters…. Being transaction-ready means thinking ahead. For boards, that starts with regular strategic portfolio reviews. ‘With economic conditions shifting so much these days, a once-a-year discussion at the annual strategy off-site probably isn't enough,’ Bew says.” DIRECTORS & BOARDS
Future Shock in the Boardroom
Today’s directors oversee far more than financial performance
“When Alvin Toffler coined the phrase ‘Future Shock’ to describe the disorientation caused by rapid technological and societal change, he was more professorial than he likely imagined. From a corporate governance perspective, his concept closely parallels the regulatory fatigue currently experienced by corporate boards, owing to the accelerated pace of transformation that is redefining governance standards at an unprecedented scale. In the past 25 years, boardrooms have evolved from hierarchical, exclusive spaces to dynamic arenas characterized by diversity, transparency, and accountability. Once rooted in manual, in-person processes, decision-making now thrives in a digital, tech-driven landscape. This evolution reflects broader societal and regulatory changes and raises the question: Are these shifts revolutionary, or are they an inevitable extension of long-standing directorial responsibility?” LOCKTON
Sustainable Success Starts with Board-Level Commitment
True sustainability demands a holistic strategy—addressing systemic, organizational, and individual roadblocks simultaneously
“For board members and executives it’s no longer a question of whether to act—it’s how. There aren’t easy answers. It’s clear that many organizations—and those who lead them—are struggling to make progress on sustainability. Usually this isn’t due to a lack of intent; many corporate leaders understand the urgency and have already made ambitious, visible commitments. The challenge lies in navigating three connected levels of barriers that together make sustainable transformation hard: systemic, organizational, and individual. However, when considered holistically, executives and non-executives can consistently and simultaneously drive immediate progress at all three levels.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
Senate Overwhelmingly Rejects AI Regulation Ban in Budget Bill
The Senate voted 99-1 to strip the AI moratorium
“U.S. senators voted overwhelmingly on Tuesday to remove a controversial 10-year ban on states’ abilities to regulate AI from the Trump administration’s ‘Big Beautiful Bill,’…. Opposition to the provision became a bipartisan issue, as most Democrats and many Republicans warned that the ban on state regulation would harm consumers, and let powerful AI companies operate with little oversight… After going back and forth over the provision, Sen. Marsha Blackburn (R-TN) on Monday offered an amendment to strip the provision alongside Sen. Maria Cantwell (D-WA). Blackburn originally opposed the provision, but came to an agreement with Cruz over the weekend that shortened the proposed ban from 10 years to five. Blackburn then pulled her support for the provision entirely on Monday.” TECH CRUNCH
GCs Sound the Alarm on Rising Regulatory Uncertainty
The poll shows that legal teams are increasingly attending leadership meetings and having more frequent communication with senior management, including the board, particularly as it relates to the changing regulatory and legal environment
“Deregulation has often been deemed a positive for business, removing barriers to growth and facilitating reporting, but current efforts by the Trump administration to eliminate more regulations than it creates may not be having the desired effect on businesses. Corporate Board Member’s Q2 Business Risk Index, conducted in June in partnership with Diligent Institute, finds changes in the regulatory environment the top business risk today, according to the 71 general counsel, corporate secretaries, compliance and legal officers polled. Two-thirds (65 percent) of those participating in the survey selected ‘Changes in the regulatory environment’ as what they perceive to be a top risk for their company today, putting it well ahead of the second—and most talked about—item on the list: tariffs…. In contrast, when we asked board members the same question in our Q2 Director Confidence Index, the response was overwhelmingly focused on tariffs. Changes in the regulatory environment ranked much lower on the list, in fifth place, with fewer than a quarter of directors listing it as a top risk for their company.” CORPORATE BOARD MEMBER
Tariffs, Targets and Transparency
Accounting for unknowns is always the most challenging aspect of executive compensation design—and that exercise is shaping up to be particularly tricky this year
“In addition to ongoing external forces like geopolitical tension and inflationary pressure, boards now also face uncertainty around tariffs as they address goal-setting and incentive pay practices…. Timing will also factor heavily in how compensation committees anticipating an impact on operational performance can approach addressing tariff uncertainty in their compensation plan design. Companies grappling with the challenge fall into two camps—those that have yet to finalize their plan terms for the year and those that have already established goals and incentive pay terms, which includes most companies with a December 31 fiscal year end.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
Paramount Board Re-Elected Amid Trump Settlement and Skydance Deal Tensions
Chair Shari Redstone backs Trump settlement as Paramount execs eye Skydance deal hurdles
“Shareholders of Paramount Global, which is waiting for regulatory approval to merge with Skydance Media, Wednesday elected all seven directors to the company's board at its annual shareholder meeting. Influential proxy adviser Institutional Shareholder Services advised clients to vote against the four directors standing for re-election, including the media company's chair Shari Redstone, citing ‘a problematic capital structure.’…. On the eve of Paramount's annual shareholder meeting, the company announced it had reached an agreement in principle to resolve a lawsuit filed by U.S. President Donald Trump, which sought $20 billion in damages. The lawsuit alleged the network deceptively edited an interview that aired on its ‘60 Minutes’ news program with then-vice president and presidential candidate Kamala Harris to ‘tip the scales in favor of the Democratic Party’ in the election…. Paramount Global is seeking approval from the Federal Communications Commission for its $8.4 billion merger with Skydance Media. The company said its settlement with Trump ‘is completely separate from, and unrelated to, the Skydance transaction.’” REUTERS
Microsoft Slashes 9,000 Jobs in Major Workforce Shake-Up
In its latest round of cuts, the tech giant trims thousands of roles, signaling ongoing strategic shifts amid broader industry turbulence
“Microsoft said Wednesday that it will lay off about 9,000 employees. The move will affect less than 4% of its global workforce across different teams…. Microsoft has held several rounds of layoffs already this calendar year. In January, it cut less than 1% of headcount based on performance. The 50-year-old software company slashed more than 6,000 jobs in May and then at least 300 more in June…. Autodesk, Chegg and CrowdStrike are among the other software providers that have slimmed down in 2025. Earlier on Wednesday, payroll processing company ADP said the U.S. private sector lost 33,000 jobs in June.” CNBC
Activist Investors Slow Pace of Demands Amid Global Uncertainties
But the slowdown does not hint at a pause in activity or suggest activist investors are going soft
“Activist investors who push companies for operational changes and management shake-ups waged fewer campaigns during the first half of 2025 as tariffs, wars and U.S. President Donald Trump's unpredictable policies made them more cautious, new data show. The pace of investor demands, aimed at pushing up a company's share price, fell 12% to 129 campaigns launched during the first six months of 2025, compared with 147 a year ago, according to numbers compiled by investment bank Barclays…. The slowdown comes after a record number of corporate agitators made demands last year and the pace of campaigns jumped by 17% in the first three months of this year. Elliott Investment Management, among the world's most powerful corporate activists, pressed for changes at six companies, including BP and Hewlett Packard Enterprise, roughly half the number of campaigns it launched a year ago.” REUTERS
Shareholder to Avadel: Change the Board or Consider a Sale
ASL Strategic Value Fund wants the narcolepsy drugmaker to retain investment bankers and consider a sale
“An investor in the narcolepsy drugmaker Avadel Pharmaceuticals plans to call for shareholders to vote out the company’s entire board of directors, ratcheting up pressure on management in a tough environment for biopharmaceutical companies. ASL Strategic Value Fund plans to publish an open letter arguing that Avadel has mismanaged the launch of its main treatment, causing the company to miss out on hundreds of millions of dollars in revenue… Avadel has for years been locked in litigation with its biggest competitor for narcolepsy treatments, Jazz Pharmaceuticals, over patent concerns. ASL is calling for Avadel to issue contingent-value rights to shareholders, or the rights to additional future payments, for possible proceeds from damages or settlements.” WALL STREET JOURNAL
Starboard Takes More Than 9% Stake in Tripadvisor
The travel-review company’s shares have fallen after it previously rejected takeover offers
“Starboard, the investment firm run by Jeff Smith, has a stake valued at around $160 million based on Wednesday closing prices, which would make it one of the top shareholders in the company… Starboard’s plans for the company couldn’t immediately be learned…. Last year, the company was subject to months of speculation about a possible deal. The company said in February 2024 it was forming a special committee to consider strategic alternatives… Then, the company in late 2024 announced it was streamlining its ownership structure, buying out its majority holder Liberty Tripadvisor Holding… The disclosures about that deal revealed that several bidders approached Tripadvisor about buying the company…. Starboard’s other recent positions include chip maker Qorvo, pharmaceutical company Pfizer and bitcoin miner Riot Platforms. This year the firm has gained board seats at design-software company Autodesk and Tylenol-maker Kenvue.” WALL STREET JOURNAL
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