Across the Board
Paramount’s Mega-Bid Rejected: “Too Much Risk, Too Much Debt”
Warner Bros board unanimously turns down $108B offer backed by Ellison, citing extraordinary leverage and execution risk
“Warner Bros Discovery's board has unanimously turned down Paramount Skydance's latest attempt to acquire the studio, saying its revised $108.4 billion hostile bid amounted to a risky leveraged buyout that investors should reject. In a letter to shareholders on Wednesday, Warner Bros' board said Paramount's offer hinges on ‘an extraordinary amount of debt financing’ that heightens the risk of closing. It reaffirmed its commitment to streaming giant Netflix's $82.7 billion deal for the film and television studio and other assets…. Paramount and Netflix have been vying to win control of Warner Bros, and with it, its prized film and television studios and its extensive content library…. Paramount's financing plan would saddle the smaller Hollywood studio with $87 billion in debt once the acquisition closed, making it the largest leveraged buyout in history, the Warner Bros board told shareholders after voting against the $30-per-share cash offer on Tuesday.” REUTERS
Why Governance Is Becoming More Human
Boards are moving beyond oversight mechanics toward deeper engagement, emotional intelligence, and values-driven decision-making
“The role of the board is being redefined by forces that can’t be managed through compliance alone—technology acceleration, rising stakeholder expectations, cultural fragility, and constant reputational exposure. As governance moves closer to the center of strategy and long-term value creation, boards are being called to operate less like auditors and more like leadership partners, bringing sharper judgment, broader perspective, and a more intentional focus on people. This shift isn’t loud or flashy, but it is transformative: it signals a new era in which the effectiveness of governance is shaped as much by human dynamics and decision-making maturity as by formal oversight.” HUNT SCANLON
From Check-the-Box to Value-Add: Board Evaluations Evolve
New 2025 data shows S&P 500 companies embracing third-party reviews, director-level feedback, and evolving practices that go beyond compliance
"Board evaluation disclosure among S&P 500 companies in 2025 reflected a range of developments. Some practices saw a notable growth in disclosure including three-tier evaluations, varying the process year-to-year, and individual director assessments. In contrast, others, like reporting changes made following evaluations, declined. Notably, the World’s Most Admired Companies in the S&P 500 are leading the way in several key areas, including greater transparency around evaluation methodology, broader use of third parties, and more detailed disclosure of evaluation topics…. the increase in three-tier evaluations, greater disclosure around varying evaluation processes year-to-year, the rise in individual director evaluations, and the expanded use of third-party support reflect a governance landscape that is becoming more reflective, adaptive, and performance-focused.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
Pay Under Pressure: What Comp Committees Need to Know for 2026
Economic uncertainty and political crosswinds are reshaping how boards approach incentive plans, shareholder proposals, and proxy advisor shifts
“Compensation committees and human resources (HR) departments are making executive pay decisions amid a shifting regulatory landscape and economic uncertainty. The SEC is considering adjustments to executive pay disclosure requirements, has been tasked with addressing the influence of proxy advisory firms, and has made it easier for companies to exclude shareholder proposals. The Trump administration is continuing its efforts to limit or eliminate environmental, social and governance (ESG) initiatives and diversity, equity, and inclusion (DEI) programs…. And proxy advisors and institutional investors are changing their business models to provide more customized advice.” MERCER
AI, Cyber, and the Age of Relentless Risk
Turning 2025 lessons into 2026 actions, boards must evolve how they prepare for, absorb, and respond to accelerating disruptions
“Boards are emerging from a roller-coaster year: the transformative impact of AI, a backlash against DE&I and ESG initiatives, and a wave of crises ranging from black swan events to unprecedented cyberattacks – pressures that have exposed vulnerabilities and tested board resilience. In 2026, then, boards must turn the lessons learned into action, focusing on scenario planning, composing boards with a greater breadth and depth of expertise, and hosting deep conversations about organizational resilience – spanning digital, cyber, reputational, and geopolitical risks…. Projected to add $19.9tn to the global economy by 2030 and account for 3.5% of global GDP, executives increasingly recognize AI’s transformative potential, with 79% of business leaders expecting generative AI to drive substantial organizational change within three years. Boards need to harness AI to strengthen risk management and foresight, support high-quality decision-making, and enhance boardroom efficiency.” IMD
Boards Can’t Afford to Fall Behind on AI Governance
With investor pressure mounting and SEC scrutiny on the horizon, boards must act now to structure meaningful governance around AI use
“Artificial intelligence has quickly outgrown its origins as a fun IT experiment. It now sits inside the operations, financial processes, marketing, risk models, and customer-facing systems of most companies. That also puts it squarely within board of directors fiduciary and oversight obligations. That should set off a quiet alarm for boards that are paying attention that sooner or later, the Securities and Exchange Commission will want to understand how companies are governing and describing their use of AI. Boards don’t need to become experts in machine learning. But they do need to demonstrate informed, structured oversight of a technology that can accelerate both value creation and impairment.” BLOOMBERG LAW
Geopolitics Moves into the Boardroom
With geopolitical shocks reshaping supply chains, strategy, and risk, boards can no longer afford to treat global events as someone else’s problem
“Until recently, geopolitics on board agendas had an awkward quality. Too political, too uncertain, too hard to action. It showed up as a briefing, but ultimately as someone else’s problem. Governments managed politics. Executives managed operations. Directors focused on growth, risk, and returns. That separation no longer holds. By 2026, geopolitical governance is likely to become a formal board function not because directors suddenly want to play foreign policy, but because the cost of treating it as background noise has become obvious. It is no longer just shaping headlines. It is shaping balance sheets, supply chains, investment decisions, and corporate reputations. What has changed is not that geopolitical disruption exists, it always has. What has changed is its persistence.” ET EDGE INSIGHTS
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