Across the Board
US Regulators Raise Pressure on Board Members at Competing Companies
Two Board Members at Pinterest step down from Nextdoor board amid increased scrutiny of overlap
“US antitrust agencies are taking a harder line on directors who sit on the boards of competing companies, signaling a broadening crackdown in cases that violate federal law. So-called interlocking directorates at competing groups are prohibited in the US in most cases, as they raise the risk of illicit coordination across businesses. The Department of Justice this week announced that two directors at Pinterest had stepped down from the board of social media platform Nextdoor in response to agency scrutiny, taking the number of board resignations triggered by its antitrust unit to 15.” FINANCIAL TIMES
Think Twice Before Becoming An Overlapping Board Member
The challenge for current and potential directors is one of advance diligence
"Serving as a corporate director can be fun, rewarding and intellectually stimulating. For the individual board member, it provides an opportunity to leverage expertise and wisdom, and can serve as a useful entrée to career-expanding relationships. And sometimes directors can ‘double their fun’ through simultaneous board service on companies that might share similar interests, strategies or perspectives. This can leverage skill sets, and can also lead to meaningful efficiencies, information flow and coordination between the companies. That’s why the use of such ‘overlapping board’ structures can make a great deal of sense from governance and strategy perspectives. Except, of course, when it doesn’t.” FORBES
From Cyber Strategy to Implementation
What Boards need to know about the National Cybersecurity Strategy Implementation Plan
“The White House frames this shift as making the biggest, most capable and better-positioned entities — in both the public and private sectors — assume a greater share of the burden for mitigating cyber risk.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
Understanding the New Incident Notification Rule
A deeper dive into the notification policy of the new SEC cybersecurity rules
“Boards of Directors for public companies across the country are likely to be taking stock of their company's’ cybersecurity practices and strategies after the Securities and Exchange Commission’s adoption of the Cybersecurity Incident Disclosure Rule on July 26. Although the SEC removed the requirement for corporate boards to include members with cybersecurity expertise, it still intends for the Rule to result in greater transparency of companies’ cybersecurity governance and to aid in investor understanding.” JD SUPRA
Esmark Drops Out of Bidding for U.S. Steel
After making a surprise $7.8B bid, Esmark changes course after United Steelworks backs a competing bid
“Esmark Chief Executive James Bouchard said last week that he was prepared to offer $35 a share in cash for the steelmaker, a day after Cleveland-Cliffs revealed that it presented the company with a cash-and-stock offer for about the same amount.
Bouchard said Wednesday that he decided to back away from the deal after the steelworkers union said it would only support Cleveland-Cliffs’ offer. The union has warned that it would use its power under its contract with U.S. Steel to block other companies’ attempts to acquire U.S. Steel.” WALL STREET JOURNAL
Michael Bloomberg Announces New Company Leadership
New appointments hint at company succession plan if Bloomberg steps down
“Michael R. Bloomberg, the founder of the financial data colossus Bloomberg L.P., announced a new chief executive and president on Monday, a possible indication of who will take over for him when he steps away from the company. Mr. Bloomberg, 81, also announced plans to appoint a new board to steer the business, a purveyor of data terminals that generates more than $12 billion in revenue annually. Vlad Kliatchko, 54, Bloomberg’s chief product officer, was appointed chief executive of the company, Mr. Bloomberg said in a memo to employees Monday. Jean-Paul Zammitt, 55, formerly Bloomberg’s chief commercial officer, was named president. Mr. Bloomberg said in his memo that he had no plans to step away any time soon, noting that he was not taking on any new title.” THE NEW YORK TIMES
Freshpet Appoints Activist Investor Nominee to Board
Appointment of director Timothy McLevish effectively ends Jana Partners’ feud with Freshpet
“Pet food company Freshpet Inc said on Monday it has reached an agreement with Jana Partners and appointed Timothy McLevish, one of the activist investor's director nominees, to its board. The agreement draws to a close a proxy fight with Jana Partners after it disclosed a nearly 10% stake in Freshpet in September and urged the company to consider selling itself.” REUTERS
