Tensions In The Boardroom In 2011: A Perspective From Wilson Sonsini Goodrich & Rosati


The report of the New York Stock Exchange Commission on Corporate Governance issued last year stated it succinctly: “The first decade of the 21st century has seen more changes in the governance landscape than at any time since perhaps the Great Depression.”1 In a recent General Counsel Series presentation, firm chairman Larry Sonsini noted that as we look back on 2010 and move forward into 2011, there appear to be seven tensions that boards of directors of public companies in the United States will need to continue to address:

• The need for directors to be sensitive to shareholder activism, to the vocal minority, and to the agenda of certain institutional shareholders. Recent reforms such as majority voting in director elections and amendments to NYSE Rule 452 to eliminate the ability of brokers to vote shares without instruction in uncontested elections of directors have served to assist shareholder activist agendas, including in the following areas....

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