Director's Domain: Corporate Governance News & Board Insights

April 03, 2025 -

This week the boardroom feels less like a fixed institution and more like a balancing act—one that demands agility, foresight, and thoughtful consideration of prior norms. As companies across all sectors feel the impact of President Trump's tariffs, jobless numbers rise, and concerns about a recession dominate business news, boards must navigate the strategic challenges of the day and rapidly changing board norms and dynamics. DEI continues to be a focal point of controversy, with evolving legal and regulatory signals prompting boards to rethink not just compliance, but communication. BlackRock’s quiet retreat from ESG language is more than a rhetorical shift; it reflects how politicization is reshaping the governance conversation. At the same time, a fascinating new study reveals how challenging it is for boards to consistently strike the right balance between strategic oversight and overreach, as disruptions prompt companies into new territory with potentially existential decisions. Whether considering the response to tariffs, oversight of AI, leadership transitions, activist investor activity, or the board’s own talent needs, boards face seemingly relentless pressure to embrace new ideas, responsibilities, and characteristics to be successful. It’s going to be tricky, but powerful, to maintain one’s equilibrium amid the swirl.

March 27, 2025 -

This week’s boardroom headlines reveal a governance landscape defined by pressure, power shifts, and persistent questions about oversight. Activist investors continue to make waves and no industry sector seems untouched these days. From global energy to hospitality & gaming to biotech, new voices are appearing in the boardroom. And even without demanding a seat at the table, a looming investor voice at Tesla calls to replace Elon Musk as CEO based on recent performance even while acknowledging that the board is unwilling—or unable—to act. As boardroom behaviors are tested, political and cultural crosswinds are also intensifying. The upcoming proxy season is casting a light on how companies navigate shifting expectations: pro-DEI and anti-DEI proposals have both outpaced last year’s totals. The question boards now face isn’t just whether the earth beneath their feet is changing but how well equipped they are withstanding the rocking and rolling.

March 20, 2025 -

AI is no longer an abstract idea for boards to consider—it’s a governance issue today. At Berkshire Hathaway, investors are pushing for an AI governance committee. Others argue that successful organizations need to embrace AI as a business transformation and will need the full board’s participation in overseeing such a strategic shift. Meanwhile, activist investors continue to dominate governance news: Starboard is launching a proxy fight at Autodesk, while Engaged Capital has secured board changes at Yeti. An analysis of activism trends from 2024 and a forecast of what to look for in 2025 shows just how pervasive hedge fund activists have become. Finally, ESG remains a lightning rod, with anti-ESG shareholder proposals on the rise and boards navigating shifting investor expectations, while some make a compelling case for considering the needs of all stakeholders to build sustainable, long-term value.

March 13, 2025 -

If this week’s headlines tell us anything, it’s that boardrooms are where the action is—and not always the kind directors would prefer. Activists are turning up the heat, union-backed governance fights are gaining traction, and even the largest asset managers are rethinking long-standing boardroom policies. At Match Group, a hedge fund is preparing for a proxy fight, adding yet another layer to an already crowded field of activists pushing for change. Over at REI, the co-op’s union is taking issue with how board candidates are selected, sparking fresh debate over the governance of member-driven organizations. Meanwhile, State Street is walking back its diversity voting policy, marking a notable shift among institutional investors once seen as leading the charge on boardroom diversity. And they’re not alone. The corporate retreat from DEI is picking up speed, with household names like Walmart and Meta scaling back diversity efforts and fewer S&P 500 companies mentioning DEI in their filings. In other news, boards continue to build their AI oversight muscle as businesses increase their commitment to the technology.

March 06, 2025 -

Tariff uncertainty, bold regulatory shifts, and ongoing investor activism dominate the governance landscape. Many boards are getting a crash course in how quickly tariffs can impact supply chains, partnerships, and prices and seeking a steady path amid the Trump Administration’s rapidly shifting policies. Soon they may also be studying up on Delaware’s proposed corporate law changes, which could make it easier to dismiss shareholder lawsuits. Bank boards may find that the FDIC’s rollback of Biden-era merger scrutiny will give them greater latitude in shaping strategic deals. And activist investors remain, well, active, with Elliott Management seeking boardroom changes at oil companies Phillips 66 and BP in a broader push for financial discipline. Amid this heightened level of change and uncertainty, directors must also navigate crises—from executive misconduct to cybersecurity failures. Paradoxically, as boards face more high-stakes challenges, they may also find themselves with more room to maneuver and more opportunity to make an outsized impact.