Director's Domain: Corporate Governance News & Board Insights

April 02, 2026 -

Parlez-vous governance? While Air Canada’s CEO was forced to exit after failing to address his French speaking audience in their native tongue, observers say the board is ultimately responsible, as they chose a non-French speaker for a role that requires communication with francophones, and made matters worse by not requiring him to learn the language. Communication with stakeholders is, after all, a key leadership responsibility. At American Airlines, the issue isn’t which language is being spoken, but that leadership of a pilots’ union says they’re being denied the opportunity to speak to board members at a time when frustration is mounting with the airline’s strategy and financial performance. Elsewhere in the travel industry, Norwegian Cruise Lines appointed five new directors to appease activist investor Elliott Management. Snapchat also finds itself in the sights of an activist campaign, criticizing it for underperforming in the market. There are a number of insightful perspectives this week on how boards can better serve their CEOs, in ways that would help businesses succeed and perhaps avoid activist interest, and that might include refreshing their composition. Not surprisingly, D&O insurance is evolving as boards find themselves responsible for an ever-expanding portfolio of risks. After all, it’s not just the airlines who are finding that governance accountability is in the air.

March 26, 2026 -

Greater accountability...there’s no avoiding it. The bar is going up as boards and management teams are being pushed by legal systems, the capital markets, and their own customers to take ownership in the outcomes of their decisions. Fulsome governance seems to be demanding a refined definition of risk from product liability to AI oversight to go-to-market strategies to geopolitical fluctuations. Two major rulings against social media giants signal that longstanding legal protections are weakening with juries scrutinizing internal decision-making, management risk awareness, and sufficiency of warning labels. At the same time, a European investigation into Snapchat’s child safety and age-verification practices highlights how accelerating regulatory scrutiny is expanding globally. Activists continue to turn up the heat with Elliot’s move on Synopsys, Starboard’s board additions at Tripadvisor, and Trian’s dealmaking with Janus Henderson. Even small cap targets, like Maryland-based Eagle Bancorp, are under pressure with calls for a board shake-up. As evidenced by Phillips 66’s board refresh and that of many others, having a strategy and acting on it may be the board’s best preemptive move. Notably, in his annual letter to constituents, BlackRock’s Larry Fink encourages everyone to think beyond the near term challenges and take a long-term view. Philosophically sound advice, that feels like a luxury for many boards right now.

March 19, 2026 -

Successful succession. We know that boards have long been challenged by management succession planning. Some, like the Disney board, which had an especially difficult time replacing long-time CEO Bob Iger, opt to recruit board members with experience executing successful transitions. At Lululemon, founder (and former CEO) Chip Wilson has been vocal about that company’s need for a CEO who can drive product innovation, and a loud critic of the board for failing to effectively succession plan before exiting its CEO in December, leaving the CFO to step in as interim-CEO; Wilson is waging a proxy battle to fill the board with directors aligned with his vision. The Lululemon board has been pushing back and this week announced the appointment of a new director: former Levi Strauss CEO Chip Bergh, who helped manage a successful CEO succession as he exited the denim maker. Wilson, unconvinced, vows to fight on. This is but one of the dramas unfolding in boardrooms this week, as activist investors increasingly target not only strategy and executives, but board members and their ability to oversee leadership and long-term value creation. This pressure is evident at Six Flags, where Jana Partners is calling for both a sale and a new board chair. Experienced advisors suggest boards begin conversations with activists by demonstrating open-mindedness and a willingness to communicate, to avoid creating an adversarial tone from the start. Board are mindful, too, of an evolving proxy landscape that is becoming less predictable, as large investors move away from proxy advisors and develop their own voting frameworks, and as voting rules have changed, potentially making some activist nominees easier to elect. Meanwhile, directors are balancing a more delicate internal mandate, supporting CEOs through external pressure while also defending pay decisions as boards continue to shield executive compensation from market pressures. Drama may be unavoidable, but do plan for succession. It’s critical, and costly to get wrong.

March 12, 2026 -

Activists are getting active. As boards enter the 2026 proxy season, they face a governance environment that is more contested, increasingly complex, and less predictable than ever. Starboard Value’s stake in frozen-foods giant Lamb Weston adds another activist voice to a company already navigating pressure from Jana Partners, illustrating how campaigns increasingly involve multiple investors pushing overlapping agendas. Meanwhile, Starboard Value is also pressing for change at used-car retailer CarMax, where it has nominated two directors and urged incoming CEO Keith Barr to pursue cost cuts and operational improvements. Even seemingly settled deals can quickly come back into play with Janus Henderson’s board standing by a previously negotiated deal with Nelson Peltz’s Trian Fund Management and rejecting a new unsolicited takeover proposal from Victory.
Beyond activist pressure and mercurial deal dynamics, the scope of board oversight continues to widen, ranging from how to refresh membership, what constitutes fulsome risk oversight, and where the regulatory is most hospitable. Leadership dynamics are also under scrutiny, as directors reassess how CEO tenure and the combination of the Chair & CEO roles shape effective oversight. As the 2026 proxy season approaches, boards are confronting a governance landscape that requires boards to go deeper, wider, and farther than ever before.

March 05, 2026 -

Increasingly, boards face decisions beyond deals or growth strategies, as companies navigate the fraught intersection of disruptive technologies, government power, and public confidence. AI companies Anthropic and OpenAI are both facing fallout from leadership decisions made in relation to contract negotiations with the Defense Department, as the Trump Administration, consumers, and even board members make their opinions heard. At issue is what role a company can or should have in ensuring that its technology isn’t used for illegal or nefarious purposes, and who controls the safeguards against abuse. There is a lot to unpack as negotiations continue to unfold and public sentiment and consumer reactions counter the government’s position. Clearly, complicated decisions with significant consequences are becoming the name of the game. In the entertainment space, Netflix chose to step away from the bidding war for Warner Bros., but many seem convinced the company won the strategic battle as it walks away with a $2.8 billion termination fee, while the winning bidder, Paramount, faces the challenge of integrating a massive media empire and delivering billions in promised synergies. Elsewhere, activist pressure remains a constant force in boardrooms, from Elliott’s investment in Pinterest to its agreement with J.M. Smucker to add two directors, and Lululemon founder Chip Wilson escalating his proxy fight for board seats. In an environment shaped by activism, politics, and rapid technological change, boards are increasingly responsible not only for strategy and oversight, but also for judging how their decisions can reverberate in terms of both risk and opportunity.