With 247 special purpose acquisition companies (SPACs) going public in 2020 and another 298 in the first quarter of 2021, SPAC sponsors have knocked on many doors to find directors.

If you are invited to join a SPAC board, what questions should you ask?

What will be required of me?

SPAC directors owe the same fiduciary duties of care and loyalty as directors of other public operating companies subject to the same governing law. The SPAC board’s primary function is overseeing the selection of an operat... read more

New research explores what it takes for directors to drive big-picture strategic change at a company.

Upon joining the board of directors of a corporation, a new director expects not only to oversee the firm’s activities, but also to help shape the strategic direction of the firm. However, the degree of influence that directors wield has long been the subject of debate among academic researchers and business executives.

“Boards are sometimes portrayed as just window dressing, with ... read more

Envisioning a company’s future is hard and imprecise work. But it’s increasingly clear that dedicating time to think about the future is vital to navigating the disruptive risks that are shaking up industries and upending business models. 

Here we explore the topic of disruptive risks—such as technological innovation, the Internet of Things, the digital economy, demographic changes, and ecosystem changes—that may threaten the core assumptions underlying a company’s strategy and business mo... read more

The growing drumbeat of investor activism isn’t just a trend; it’s a fundamental change in relationship between shareholders and companies. The past decade has seen activist investors pursuing more than 2,000 campaigns to redirect business strategies, activities, and resources, about 40 percent of which involved some form of merger or acquisition. In many cases, the activists actually forced assets into play.

Traditionally, such activity was viewed as a threat, but that may be changing. Activists increasingly are com... read more

The pattern has repeated for decades. Corporations set high ethical goals, hire compliance staff, make all the right noises—and then misconduct harms or even destroys the company.  What are we doing wrong in battling corporate legal and ethics failures? What structural changes could make a real difference? 

Corporate boards and CEOs talk about business ethics and reducing corporate misconduct. They sometimes voice their concerns and try to develop approaches that might wo... read more

The Covid-19 crisis is accelerating a shift toward a more integrated approach to corporate governance that has been gathering force for some time. The pandemic has put people’s lives, livelihoods and learning at the center of the public policy and business response in almost every country and industry sector. It has dramatically underscored the need for firms to engage proactively and systematically with diverse stakeholders, both internally and externally. And, it has highlighted companies as stakeholders themselves with an intrins... read more

Overboarding is not always top of mind for boards, but considering the elevated risk that can reasonably result and what research has revealed, it should be a stronger concern for mitigation and reputation purposes.

There has not been a clear and universal definition of the problem, though one does exist (more on that later), and the practice is spawning more regular, important conversations.

It has been determined – and is becoming increasingly well-known – that corporations take on elevated risk when a di... read more

Friends,
Yes, we’re living in times of uncertainty with the weight of the unknown bearing down on all of us. Together we’re facing unprecedented challenges, and together we will work our way through them. As a board member, your leadership has never been more needed.
In this spirit, we share our collective wisdom to help our community of board members be the beacons of leadership and support their management teams on the front lines.
(1)   Guide executives around the important de... read more

For years, corporate and nonprofit boards have worked to increase diversity in their own ranks. Research shows the benefits of diversity, and shareholders, employees, customers and business partners are increasingly pushing for their organizational leadership to better represent the demographics of the general U.S. population. In response, the percentage of women on Fortune 500 boards rose to 22.5 percent in 2018, up from 15.7 percent at the start of the decade. Minorities on Fortune 500 boards increased from 12.8 percent in 2010 to 16.1 ... read more

Audit committee chairs may find resonance in the phrase “tragedy of the horizon”, an expression coined in 2015 by Bank of England governor Mark Carney, which refers to the paradox that arises when market actors must take urgent action to address a long-term risk—but have no observable short-term incentive to do so. Carney was talking about climate change. But his warning can be read as a routine job description for board directors. Of course they have to monitor a company’s current business operations. But they als... read more

Bringing a new C-level executive on board is always fraught with risk: Any misstep can be expensive and embarrassing. As a result, companies may play it safe by looking for someone with just the right CV or perhaps a recent stint at a high-flying competitor. Who does the board like? What will the analysts think?

The challenge has become even more daunting as an increasing number of companies use their culture as a point of differentiation and strategic advantage. Look, for example, at the companies that have embraced the concept... read more