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Top 10 Topics for Directors in 2017

Here is our annual list of hot topics for the boardroom in the coming year: Corporate strategy: Oversee the development of the corporate strategy in an increasingly uncertain and volatile world economy with new and more...more

Top 10 Topics for Directors in 2016: Proxy Access

Proxy Access - 2015 was a turning point for shareholder proposals seeking to implement proxy access, which gives certain shareholders the ability to nominate directors and include those nominees in a company’s proxy...more

Top 10 Topics for Directors in 2016: Executive Compensation

Executive and Director Compensation - Perennially in the spotlight, executive compensation will continue to be a hot topic for directors in 2016. But this year, due to the SEC’s active rulemaking in 2015, directors will...more

Top 10 Topics for Directors in 2016: Audit Committees

Audit Committees - Averaging 8.8 meetings a year, audit continues to be the most time-consuming committee.i Audit committees are burdened not only with overseeing a company’s risks, but also a host of other...more

Top 10 Topics for Directors in 2016: Risk Management

Risk Management - Risk management goes hand in hand with strategic planning — it is impossible to make informed decisions about a company’s strategic direction without a comprehensive understanding of the risks involved....more

Top 10 Topics for Directors in 2016: Cybersecurity

Cybersecurity - Nearly 90 percent of CEOs worry that cyber threats could adversely impact growth prospects, up from nearly 70 percent the previous year. Yet, in a recent survey, nearly 80 percent of the more than 1,000...more

Top 10 Topics for Directors in 2016: M&A Developments

M&A Developments - M&A activity has been robust in 2015 and is on track for another record year. According to Thomson Reuters, global M&A activity exceeded $3.2 trillion, with almost 32,000 deals during the first three...more

Top 10 Topics for Directors in 2016: Board Composition and Succession Planning

Board Composition and Succession Planning - Boards have to look at their composition and make an honest assessment of whether they collectively have the necessary experience and expertise to oversee the new opportunities...more

Top 10 Topics for Directors in 2016: Social Media

Social Media - Companies that ignore the significant influence that social media has on existing and potential customers, employees and investors do so at their own peril. Last quarter, Facebook reported daily active...more

Top 10 Topics for Directors in 2016

Top 10 Topics for Directors in 2016 U.S. public companies face a host of challenges as they enter 2016. Here is our annual list of hot topics for the boardroom in the coming year... Please see full Alert below for more...more

Top 10 Topics for Directors in 2016: Shareholder Activism

Shareholder Activism - Shareholder activism and “suggestivism” continue to gain traction. With the success that activists have experienced throughout 2015, coupled with significant new money being allocated to activist...more

Top 10 Topics for Directors in 2016: Strategic Planning Considerations

Strategic Planning Considerations - Strategic planning continues to be a high priority for directors and one to which they want to devote more time.i Figuring out where the company wants to — and where it should want to...more

Top 10 Topics for Directors in 2015: Explore New Trends in Reducing Corporate Health Care Costs

The increasing cost of healthcare is a significant concern for companies that provide health care benefits to their employees. With certain key provisions of the Patient Protection and Affordable Care Act, more commonly known...more

Is It Time to Adopt a Forum Selection Bylaw?

The boards of all public companies should consider adopting a forum selection bylaw, if they have not already put one in place. The purpose of such a provision is to designate an exclusive venue for stockholder derivative...more

Address Boardroom Confidentiality

Bill Ackman’s public disclosure earlier this year of confidential JC Penney board deliberations not only outraged his fellow directors but also stunned the corporate community. His actions, however, were not without...more

Dealing with Activist Investors

Shareholder activism is on the rise. Through the first three quarters of 2013, activist investors submitted 91 initial Schedule 13D filings, well on pace to eclipse the 109 filings made in all of 2012. In addition, proxy...more

Push to Diversify Boards Picks Up Steam

In addition to heightened focus on director tenure, companies are facing increasing pressure to diversify their boards. The SEC requires companies to disclose whether and how the board or nominating committee considers...more

Director Tenure Draws Increasing Investor Attention

The Wall Street Journal recently highlighted director tenure in an article titled “The 40-Year Club: America’s Longest Serving Directors.” While the article noted that fewer than 30 public company directors have at least 40...more

Split Decision: Whether to Separate the CEO and Board Chair Positions

Whether to separate the CEO and chairman positions is one of the most hotly debated issues in corporate governance. During the 2013 proxy season, calls for an independent board chair were the second most frequent proposal...more

Changing Healthcare Landscape Poses Challenges for Directors

Despite the continuing legal challenges and political hardball, as well as the delays and technical glitches, it appears that the Patient Protection and Affordable Care Act, more commonly known as Obamacare, is here to stay. ...more

Executive Compensation Considerations for 2014

Executive compensation is a topic that just won’t go away, particularly with pay disparity and pay for performance regulations still looming. We highlight below some of the matters directors should be considering as they...more

Growing Demands of Compliance Oversight Weighing Down Directors

Constantly changing and overlapping legislative and regulatory requirements are weighing down corporations and usurping more and more board time. It is a telling sign when, according to a recent survey, directors ranked...more

Cybersecurity on Radar Screen of Boards of Directors

Cybersecurity has become one of the hottest topics in the boardroom as companies wrestle with ever increasing threats to their information systems and intellectual property. A recent study by the Ponemon Institute found that...more

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