Director's Domain: Corporate Governance News & Board Insights
Staying informed is key to your success as a board member. Our newsletter is an ideal ally.
Boardspan delivers curated board news and governance insights to your inbox, so you can keep on top of the issues and head into the boardroom informed.
Subscribe now. It's free!
![Newsletter Illustration-1](https://boardspan.com/hubfs/Newsletter%20Illustration-1.png)
Visit the Director's Domain Archives
![shelf with books](https://boardspan.com/hubfs/shelf-crop.png)
July 25, 2024
As expected, Delaware’s governor signed into law a controversial bill amending the state’s statue on corporations to give company founders or very large shareholders the right to make some major business decisions without board or shareholder approval. While some argue that the new law, slated to take effect August 1, simply reflects practices that have become commonplace, others say the law will allow company founders to make sweeping changes to board composition or governance structures without shareholder approval. While today most U.S. companies are incorporated in Delaware, critics of the law and other recent decisions by the state’s Chancery Court say that companies are now contending with less certainty as legal interpretations and the laws themselves change, and as a result companies may seek to incorporate elsewhere.
In other news: Shareholder activism is on the rise, Elliott Management takes a stake in Starbucks, Oracle CEO Safra Catz exits Disney board as Larry Ellison invests $6 billion in his son’s competing entertainment venture New Paramount, Ford Foundation CEO Darren Walker steps down, boards rethink what it means to oversee risk in the ESG era, and the changing face of cyber governance.
Read OnBrowse Our Most Recent Issues
July 18, 2024 -
Politics in the boardroom? Well, with an historic U.S. presidential election on the horizon, a polarized electorate, and vocal stakeholders, politics are certainly on directors’ minds. Directors are signaling greater confidence in the economy, according to a new poll, even as their optimism grows more cautious for the post-election period. And as executives weight the pros and cons of political involvement, commentary from law firm Skadden, Arps, Slate, Meagher, & Flom offers salient advice about board oversight of political contributions. Meanwhile, election season also presents an opportune moment to consider the distinctly undemocratic practice of proxy voting, where it came from, and how evolving governance norms could make corporate governance more democratic.
In other news: Intriguing insights on CEO succession planning, a controversial bill that would limit board oversight of deals with shareholders for companies incorporated in Delaware heads to the governor’s desk for signature, plus a roadmap to oversight of DEI during contentious times, and more.
Read OnJuly 11, 2024 -
It’s a post-holiday quiet week, yet AI is getting tons of attention. Is it possible this news is writing itself? Here’s what’s happening: Under regulatory duress, Microsoft and Apple are giving up their roles on OpenAI’s board, marking a shift in the evolving landscape of artificial intelligence (AI) governance. The recent appointment of a former Director of the National Security Agency (NSA) to this board, however, suggests robust oversight and technical knowledge still command attention. Gartner reports on the rise of the Chief AI officer, while conjecture continues around when and how we will see AI showing up in the boardroom. Is this AI “hallucinating” or real people doing so, you may ask.
In other news: an insightful look at 2024’s proxy season No Action shareholder requests (governance nerd-alert albeit a worthy read), Southwest takes the poison pill, and Paramount’s board approves merger with Skydance subject to Shari Redstone’s sign-off.
Read OnJune 27, 2024 -
The passage of a new state law in Delaware could have major ramifications for boards across the country. State Senate Bill 313, which passed both houses of the state legislature and is awaiting the governor’s signature, would give shareholders greater influence in corporate decision making, impacting all companies incorporated under Delaware law. Opponents of the bill say it will deprive boards of their authority by allowing CEOs to make deals directly with shareholders without board approval.
In other news: Toyota shareholders show growing dissatisfaction with the company's governance, Bed Bath & Beyond director alludes to possible insider trading by Ryan Cohen, as ESG regulations take effect more companies cite climate change as a risk in 10-K filings, 91% of directors surveyed say their board should devote more time to ESG, a pitfall to watch for in CEO succession planning, and how to get board orientation right.
Director’s Domain will take a break next week. Happy Fourth of July! We will return on July 11 with fresh board updates.
Read OnJune 13, 2024 -
Tesla’s board of directors has been steadfast in its support for Elon Musk's pay package, despite widespread criticism from investors and proxy advisors. Today, the company's shareholders will have their say, casting ballots on the CEO's historic compensation plan. The accounting treatment for the package of stock options, restricted stock units, and other performance-based incentives is also under scrutiny, and some claim that the board is on shaky ground in this area as well. The outcome of today's vote will be closely watched by boards and investors alike, as the result could set a tone at many levels when it comes to governance, independence, and stakeholder primacy.
In other news: Boards hold steady in the face of “anti-woke” shareholders, gender diversity momentum stalls, institutions are demanding more from board matrices, and some very thoughtful ideas for boards as they take on mastering CEO succession, governing in turbulent times, and walking the talk when it comes to purpose. Happy reading!
Note: Directors Domain will take a brief hiatus next week for the Juneteenth holiday. We’ll be back with riveting board news June 27.
Read OnJune 06, 2024 -
A recent cyber breach at UnitedHealth Group, affecting more than 150 million patient records and estimated to cost the company more than $1 billion, is the latest crisis to shine a light on a critical area of board oversight: cybersecurity. The UHG CEO was called to Congress, and Senator Ron Wyden suggested that the CEO and board were ultimately accountable for the breach, having entrusted the company’s highly sensitive information to a CISO he deemed “unqualified” for the job. The takeaway: From Congress to shareholders, there are rising expectations for boards to have sufficient expertise and pay appropriate attention to cyber issues, given the potential for significant harm.
So, how do boards ensure they are embracing all of their responsibilities, while still leaning forward to prepare for the future and making valuable strategic contributions? Find out when you download the new Boardspan report: The Governance Curve™.
In other news: Former board members and employees warn of a reckless race to the top at OpenAI and voice concern that the company is prioritizing success over safety, the DOJ and FTC move forward with antitrust investigations into the biggest AI players, ISS and Tesla board try to sway shareholders ahead of June 13 vote on Elon Musk’s $48 billion pay package, and a survey of C-suiters finds a perceived gap in the ability of boards to pivot and adapt to the rapidly evolving strategic challenges and business risks companies face today.
Read On