Across the Board
The Snitch in the Zoom Room
A seemingly convenient tool for meetings could become a governance nightmare
“Jeffrey Gifford is a lawyer in San Antonio…in the moments before virtual meetings begin, he doubles as a bouncer. “’Before the meeting even starts when I see the AI note taker pop up, I’ll just say….I see the AI note taker popped up. I’m going to turn it off and kick it out of the meeting.’” Inviting an AI bot to meetings introduces a ticking time bomb of legal risk. AI generated transcripts….preserve all sorts of things. In a lawsuit or an investigation, that can make every word uttered discoverable. One concern is accuracy…. Lawyers also worry about…lack of context and discretion. Executives and corporate boards generally expect conversations with their legal team about legal matters….They lose that protection if they share the same information with outside parties. NEW YORK TIMES
Too Much Power for One Man?
Shareholders are asking whether Jamie Dimon should really be supervising himself
“Investors in JP Morgan have been urged to vote in favour of splitting the role of Chief Executive and chair at America’s largest bank, amid concerns over the power wielded by its billionaire boss Jamie Dimon. ISS and Glass Lewis...have thrown their weight behind a shareholder resolution that would ensure two separate people hold the office of chair and chief executive ‘as soon as possible’. Holding the two most senior roles in a company is widely frowned upon in corporate governance circles...but not banned. The guidance has put the proxy advisors on a collision course with Dimon, who was held the chief executive and chair roles at JP Morgan since 2005 and 2006, respectively. Dimon has accused Glass Lewis and ISS of having too much sway over shareholders…JP Morgan is urging investors to oppose the shareholder proposal.” THE GUARDIAN
Nobody Votes Against Success
Eli Lilly shareholders backed existing leadership and rejected governance reforms
“At Eli Lilly & Co.’s annual meeting of shareholders, investors approved director elections, executive pay, and the company’s auditor for 2026.... However, key governance reforms failed to reach the required 80% threshold of outstanding shares, leaving Eli Lilly’s classified board structure and supermajority voting provisions firmly in place despite majority support.... Shareholders also rejected proposals to require an independent board chair and annual lobbying disclosures, signaling continued backing for the company’s existing leadership and governance framework....” THE GLOBAL AND MAIL
The Boardroom Brawl Nobody Saw Coming
GameStop’s surprise move on eBay is putting hostile takeovers back on the corporate agenda
“EBay, once Silicon Valley’s face of the e-commerce revolution, has found itself at a bizarre and unexpected crossroads. Sales are up, profits have improved, and stock price has doubled over the past two years. But suddenly, eBay may have a hostile takeover to navigate. Last week GameStop, the video game retailer, made an unsolicited offer to acquire eBay for $55 million. EBay formally rejected the proposal. [GameStop’s CEO] warned eBay’s board….that if they were unreceptive he was prepared to go straight to shareholders in a hostile bid.” NEW YORK TIMES
This Proxy Fight Finally Holstered
After months of corporate warfare, Ruger struck a deal that keeps gunmaker Beretta close and independence barely intact
“It took months, countless transcontinental flights, a poison pill and more lawyers than either side wants to admit, but Sturm Ruger and its Chief Executive Todd Seyfert have a deal with Italian gun maker Beretta that ends their protracted proxy fight. Now the question is what exactly Ruger’s relatively new CEO does next. Beretta walks away with a path to two board seats and an eventual shot at owning up to 25% of Ruger. For now, the quintessentially American company retains its independence…” WALL STREET JOURNAL
The Board Wants AI Yesterday
CEOs say boards are demanding faster AI transformation as pressure builds across corporate America
“61% of CEOs say their boards are rushing AI transformation, exposing a divide at the top just as companies enter a critical phase of scaling AI. Boards tend to favor faster AI implementation…while CEOs take a more measured approach. Gaps in AI understanding and FOMO may be contributing to this dynamic. Board members with lower confidence in their AI knowledge are more likely to believe their organizations are moving too slowly….While 75% of board members believe their AI knowledge is on par or ahead of that of their peers, CEOs are less convinced. CEOs report feeling greater pressure to deliver AI results than boards may fully recognize. ‘CEOs need to be very intentional about supporting boards on the same learning journey they’ve taken.’” BCG
Nvidia’s Tightrope Walk
Selling AI chips now means navigating governments as carefully as markets
“Nvidia co-founder Jensen Huang joined US President Donald Trump on his visit to China as a last minute addition, thrusting AI and technology into the spotlight…The big tickets item would be seeking Beijing’s approval for Chinese customers to buy Nvidia’s advanced H200 AI chips. Those products, which are used to train and run models like OpenAI’s ChatGPT, have always required Washington’s permission for export to China due to US concerns that the technology could boost the Asian country’s military. Nvidia secured Trump’s support for H200 exports in December and some initial US licenses in early 2026. Then in March, Huang said that Nvidia had received Washington’s permission for shipment to ‘many customers’ in China and was firing up H200 production accordingly. Those Chinese companies later informed Nvidia that they could not actually fulfill the purchases…” BLOOMBERG
OPINION: The Tiny Waterway Running the Global Economy
Boards need to consider energy resilience as they do cybersecurity—preparation is paramount
“A closed Strait of Hormuz, which carries a fifth of the world’s oil supply and a significant share of liquefied natural gas, should be a wake-up call for executives. The consequences of Middle East tensions don’t just stop at gas stations or household utility bills…they percolate through the economy, through higher cost for everything….Energy is now deeply embedded in complex, electricity-dependent business systems….The effects of a disrupted energy market now travel fast and further….Company survival and national resilience are tightly linked. What should boards and CEOs do now? First, executives need to treat energy risk the way they now treat cyber risk, as a strategic issue that must be regularly stress-tested….Second, they should build buffers in areas where disruption will do the most damage…These steps seem costly, but so did cybersecurity preparation before ransomware threats became routine. Resilience looks expensive until something happens; after that, it looks indispensable.” YAHOO FINANCE
