Director Diversity, Turnover, and Promotion

By N.K. Chidambaran, Yun Liu and Nagpurnanand Prabhala February 4, 2019 by renholding

In a recent study, we examine whether a director’s “diversity” explains two employment outcomes: being retained on the board and being promoted to board leadership positions. We define diversity as the director’s dissimilarity to the other members of the board …

Latham & Watkins Discusses Key Compensation Items for 2019 Proxy Season

By Holly M. Bauer, David T. Della Rocca, Maj Vaseghi, Bradd L. Williamson and Stephanie Jeane January 25, 2019 by renholding

Even as the US government shutdown continues to create complexities for many companies,[1] it is business as usual for US public companies that are continuing their annual planning for the upcoming proxy season. Although 2019 introduces fewer significant changes …

How to Enhance Directors’ Independence at Controlled Companies

By Giovanni Strampelli December 4, 2018 by renholding

While director independence has become a topic of global importance, the definition of independence and the role of independent directors remain unsettled, depending largely on ownership patterns, industry structure, and regulatory goals. The main agency problem in diffusely owned firms …

Wachtell Lipton Puts a Spotlight on Boards

By Martin Lipton December 3, 2018 by renholding

The ever-evolving challenges facing corporate boards prompt an updated snapshot of what is expected from the board of directors of a major public company—not just the legal rules, but also the aspirational “best practices” that have come to have equivalent …

ISS Discusses How Governance Practices Show that Independent Board Leadership Matters

By Anthony Garcia and Kosmas Papadopoulos November 30, 2018 by renholding

The debate over board leadership does not seem to go away especially in the U.S. where market participants have long agreed on the need for greater independence in principle, while largely disagreeing on the measures required to put it into …

Delaware’s PLX Decision Reminds Corporate Boards of Perils of Navigating Activist Campaign

By Eduardo Gallardo November 29, 2018 by renholding

A recent decision of the Delaware Court of Chancery highlights the need for boards of directors of Delaware publicly traded companies to develop heightened awareness and vigilance in responding to shareholder activists, particularly those following a short-term agenda of putting …

The Transatlantic Debate over Shareholder Rights

By Maria Lucia Passador November 9, 2018 by renholding

Effective and sustainable shareholder engagement is a cornerstone of the corporate governance model of listed companies, which is based on a system of checks and balances among boards, management, and stakeholders. Enhancing the involvement of shareholders in corporate governance is …

How Boards Can Get Ready for Climate Change

By Sophie L'Helias and Nina Hodzic November 1, 2018 by renholding

We are constantly reminded of the urgency to act as we witness the impact of climate-related events on peoples’ lives and their communities around the world.

The signing of the Paris Climate Agreement in 2016 was a watershed moment as …

Don’t Fear California’s New Board Gender Quota

By Sophie L’Hélias October 16, 2018 by renholding

On September 30, 2018, only hours before the deadline, California Gov. Jerry Brown signed bill SB 826, making his state the first in the U.S. to adopt board gender quotas for public companies.

The law requires listed companies headquartered in …

SEC Commissioner Airs Her Beef With Stakeholders

By Hester M. Peirce September 26, 2018 by renholding

Last time I flew to California, the skies were so clear that I was able to keep an eye on the changing landscape below all the way across the country. The vastness and great variety was striking. Having grown up

…

How Non-CEO Inside Directors Add Value After an Unplanned CEO Exit

By Laurie Krigman and Mia Li Rivolta June 18, 2018 by renholding

The CEO-firm match theory posits that the CEO labor market is efficient and competitive and that the matching between CEOs and firms is optimal. However, both anecdotal and empirical evidence show that CEO departures, particularly unplanned CEO departures, can be …

Wachtell Lipton Discusses the Pros and Cons of Directors’ Notes

By David A. Katz and Laura A. McIntosh June 15, 2018 by renholding

“To take notes or not to take notes – that is the question” often asked in corporate board rooms today. As a matter of good governance, it is important that the minutes serve as the single, clear, official record of …

Mergers and the Market for Busy Directors: A Global Analysis

By Stephen Ferris, Narayanan Jayaraman and Min-Yu (Stella) Liao June 12, 2018 by renholding

The issue of directors serving on multiple corporate boards has come under increasing scrutiny from both academicians and practitioners. There are two types of arguments associated with the conflicting evidence of how multiple directorships affect firm value and performance. The …

Product Markets Offer New Evidence on How Board Structure Affects Firm Performance

By Onur K. Tosun, Xiaoyuan Hu and Danmo Lin June 7, 2018 by renholding

In a new paper, we discuss our findings on how corporate board structure affects firm performance under different product market conditions. Though many studies have examined the relationship between corporate board structure and firm performance, some have found that board …

Latham & Watkins Discusses New SEC Guidance on Cybersecurity

By Jennifer C. Archie and Serrin Turner June 5, 2018 by renholding

With so much boardroom attention on cybersecurity, directors continue to focus on the Securities and Exchange Commission (SEC) guidance issued earlier this year and its implications. The guidance adds specific expectations for disclosure controls and incident response procedures, and reiterates …

Wachtell’s Lipton Shines a Spotlight on Boards for 2018

By Martin Lipton June 4, 2018 by renholding

Experts and the Defense of Reliance in Delaware Corporate Law

By Alexandros Rokas May 25, 2018 by renholding

In all aspects of corporate life—from creation to expansion and from restructuring to demolition—experts are available to advise directors, managers, shareholders, financiers, and other participants. In particular, directors often rely on, for example, accounting firms to review financial statements, attorneys …

Are Directors Holding Multiple Board Seats Too Busy or Well-Connected?

By Anna Bergman Brown, Jing Dai and Emanuel Zur May 24, 2018 by renholding

Directors frequently hold multiple board seats, simultaneously lending their expertise to the boards of multiple firms. Director “busyness” is often thought to be detrimental to firm performance, as it leaves directors with insufficient time to devote to their duties at …

The Lessons of Xerox: Is New York Law Now Tougher Than Delaware’s?

By John C. Coffee, Jr. May 21, 2018 by renholding

It is an old maxim that “Hard cases make bad law.” But it may have a corollary: “Bad facts make hard law.” When a defendant clearly overreaches, the court may not let small details stand in its way. The decision …

Fried Frank Discusses Key Delaware Decisions on M&A and Corporate Governance

By Gail Weinstein, Philip Richter, Warren S. de Wied, Steven Epstein and Steven J. Steinman May 7, 2018 by renholding

New Risk of Below-Deal-Price in Appraisal Results

Last quarter, the Delaware courts issued the first post-Dell appraisal decisions—Aruba and AOL (issued by the Court of Chancery) and SWS Group (issued by the Delaware Supreme Court, affirming the Court …

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The CLS Blue Sky Blog

Columbia Law School's Blog on Corporations and the Capital Markets

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