Magazine Critics of the SEC’s proxy access have long pointed at what might be an “intended consequence” — a growing distance between boards and >>>

Magazine The new rules the Securities and Exchange Commission (SEC) enacted in December 2009 do not go far enough to truly impact a section of the new >>>

Litigation & Regulation It’s a myth that Dodd-Frank requires public companies to have “clawback” provisions.  If you do a Google search on "clawbacks + Dodd-Frank," >>>

Shareholder & Proxy On a recent conference call with our Board Advisory Services faculty, we invited Anne Sheehan, director of corporate governance for the >>

Risk With all the noise on the topic, I recently decided to spend some time asking >>

Washington The recent deep recession and the subsequent slow recovery have created severe budgetary pressures not only for many households and businesses, but >>>

CEO Succession Reputation is hard to build and easy to destroy. BP’s CEO Bob Dudley, Tony Hayward’s successor, knows this full well as he tries to make good on >>>

SEC As you know, the Dodd-Frank Act fills a number of significant regulatory gaps, brings greater public transparency and market accountability to the >>>

Board Structure Speakers at a recent Johns Hopkins University conference were addressing gender issues. Three of the panelists were Securities and Exchange >>>

Board Structure We all know that anything new, different or seen as an outlier makes news. So it wasn’t all that surprising when Carol Bartz, Chief Executive >>>

Board Structure The recent whirlwind of legislative and regulatory activity has made it obvious that boards must be ready to adapt to a constantly changing >>>

Board Structure Recently, interim CEOs have found themselves in the media spotlight. This week, the Fortune magazine article >>

Magazine A pessimist is someone who is asked to join a board. An optimist is the one who talks him or her into it. >>

Governance Current focus on the performance of corporate boards prompts revisiting what is expected from the board of directors of a major public company – >>>

Uncategorized As noted this week in national news headlines, the Securities and Exchange Commission has seen an uptick in fraud tips since the passing of >>>

Washington Hearings, investigations and ethics trials. Old news except this time it’s U.S. Rep. Maxine Waters and Charles Rangel, not CEOs or board directors >>>

Compensation In the week when the SEC revealed its rule on proxy access, a director from the National Association of Corporate Directors (NACD) had his own say on >>>

Shareholder & Proxy “Now, it’s personal” is an interesting phrase that I’ve heard more than once in recent conversations about director elections. By >>>

Strategy & Leadership Jeff Jarvis’ latest book "What Would Google Do," envisions the ways in which running businesses the way Google is run would change industries. It >>>

Crisis Communications The world’s greatest inventor had a problem. Thomas Edison’s incandescent >>>

Governance This month, I had the pleasure of working with longtime NACD member, Professor Charles Elson,* >>>

CEO Succession If another internal investigation is announced, Sergeant Joe Friday may soon be joining the HP board. For those who have spent the last few days >>>

Compensation The recently enacted financial regulation, the Dodd-Frank Act, requires a non-binding shareholder vote on executive compensation, beginning in 2011. >>>

M&A and Private Equity How effective is your board? M&A can be your litmus test. If you are making a buy/sell/merge decision, the experience will reveal your board’s >>>

CEO Succession With Tony Hayward out as CEO and Chairman Svanberg under pressure, Bob Dudley has an almost impossible job. Dudley’s Dilemma: repair the damage in >>>

Strategy & Leadership As employees, executives and board members, we find change both challenging and exciting, which is, after all, only human. In a merger setting, this >>>

Crisis Communications The collapse of the powerful Knickerbocker Trust Co. in 1907 triggered a financial panic similar in many ways to today’s economic quicksand. Public >>>

SEC Harry Markopolos writes emphatically about the need to compensate corporate whistleblowers in his book, “No One Would Listen.” The independent >>>

SEC Last Wednesday, the SEC announced its decision to review the proxy voting system. This system, referred to by the SEC as “proxy plumbing,” >>>

Governance I had the pleasure to speak with Mellody Hobson, the president of Ariel Investments, after her opening remarks last week at the >>

Crisis Communications My nephew, a marketing and business undergraduate in the UK, recently applied for a summer internship with a large soft drinks manufacturer. He got >>>

Governance I take governance very seriously, having spent 32 years in the field (ouch! I’m old!), so when it came time to write my blog, it was more like a >>>

Washington Call it a political casualty. With the release of the Dodd-Frank Wall Street Reform and Consumer Protection Act earlier this week, we finally are >>>

Board Structure Two initial disclaimers: 1. I know almost nothing about “feng shui," the ancient Chinese system intended to ensure that buildings and objects >>>

Governance Folks meet Aristotle. It was he who so wisely said eons ago that common sense is not common. You who are in a dither to make boards gushy and >>>

Crisis Communications The BP oil spill teaches hard lessons about what boards have to do when faced with an epic crisis. The Gulf tragedy is unprecedented, and the >>>

Crisis Communications On June 5, 1947, students, families and assorted dignitaries gathered outside Harvard’s Memorial Church to hear Secretary of State George C. >>>

Nominating Committee Every time I open a newspaper and read about another women’s group “storming” some new Bastille, I ask myself, “Are they helping or harming >>>

News As a longtime New Yorker, I concluded that two strips of that magnificent city were sentenced to spend eternity in the bottom of the barrel: 42nd >>>

Litigation & Regulation The unexpected resignation of an outside director may indicate that a company is about to experience tough times, according to a recent academic >>>

Economy While today’s jobs report shows gains, it’s a significant setback following four consecutive months of accelerating growth. The private sector >>>

Economy The first and most obvious impact of the oil spill is that it may mean an end to public and political support for offshore oil drilling for decades >>>

Corporate Governance The updated version of “21^st Century Governance Principles for U.S. Public Companies” describes the board’s major areas of >>>

Litigation & Regulation At one time or another, most of us have fantasized about winning a big lottery prize. Then, a few minutes later, we realize that it probably isn’t >>>

SEC During a 20-minute period during the afternoon of May 6, the U.S. financial markets failed to live up to their essential price discovery function. >>>

Board Structure After the Securities and Exchange Commission announced its “diversity” requirements for director candidates at public companies in mid December, >>>

Corporate Governance With the rising influence of the BRIC countries on global business and boards, I thought it would be useful to share a few corporate governance >>>

Compensation Concerns about the compensation of chief executive officers and other top executives of American public companies have reached fever pitch since >>>

Litigation & Regulation In Pfeiffer v. Toll, the Delaware Court of Chancery recently refused to dismiss a lawsuit claiming breach of fiduciary duty on the part >>>

Litigation & Regulation Effective May 1, 2010, the President Judge of the Delaware Superior Court issued an Administrative Directive creating a new division within the >>>

Boardroom Journal If not, it could be because your board hasn’t joined the National Association of Corporate Directors. It is the place where the most thoughtful >>>

Economy The 3.2 percent rise in GDP (annualized) in the first quarter confirms that the U.S. economy continues to recover but the growth path ahead will >>>

SEC The financial crisis reminded us just how large, complex, and critical to our economy the securities markets have become. Over the last 20 years, >>>

Litigation & Regulation A typical Fortune 1000 company is estimated to have spent an average of $19.4 million for outside counsel services during 2009. This represents an >>>

Washington Politicos are falling all over themselves to get in front of a microphone to chant "Congressional oversight trumps Capitalism." Even a few of our own >>>

Compensation For some time now, CEO pay has been a lightning rod for criticism and debate, but CEOs themselves have stayed pretty quiet on the topic—often >>>

Washington It is wonderful to be back in Cooper Union, where generations of leaders and citizens have come to defend their ideas and contest their >>>

Economy Adam Smith is rightly best known for his magnum opus, The Wealth of Nations, where he illustrates famously that the free market is guided to >>>

Strategy & Leadership One of the pleasures of working for NACD Directorship is the opportunity to meet dedicated directors whose main reason for serving after a >>>

Accounting & Audit The Auditing Standards Board is putting the finishing touches on a completely overhauled set of Generally Accepted Auditing Standards, effective for >>>

Strategy & Leadership Is the salvation of corporate governance to be found in strengthening the board chair? >>

Strategy & Leadership Throughout the 20th century, corporate America has respected—if not revered—icons representing the prosperity and power created by our capitalist >>>

Washington These days central banking is my line of work as well. Before that, I was an academic economist and economic historian, with a particular interest in >>>

Healthcare Although the recently signed healthcare reform bill has drawn much criticism for being “watered down,” the legislation will still have an impact >>>

Shareholder & Proxy Fellow Shareholders: When we reported to you last, the world’s financial system and the global economy remained in the grips of uncertainty. Our >>>

Risk Management Never in the hundreds of annual reports I've read over three decades has a chairman or CEO acknowledged that the press could play a pivotal role in >>>

Board Structure Governance Metrics International (GMI) is the first corporate governance research and ratings firm to track the number of women corporate directors >>>

Nominating Committee As boards contemplate the upcoming proxy season, foremost on their minds is the need to add directors to the slate, and in that regard, they are >>>

Shareholder & Proxy The recent emergence of public pension funds as frequent lead plaintiffs in securities class actions has prompted speculation that the funds’ >>>

Litigation & Regulation At least one valuable lesson from our experience in the last two or three years is an international one. The country that fared best in the global >>>

Washington Sen. Christopher Dodd (D-Conn.) has introduced his long-awaited regulatory reform bill, and it does not include a proposal to exempt small >>>

SEC The financial crisis reminded us just how large, complex, and critical to our economy the securities markets have become. Over the >>>

Washington Is Washington becoming the new Wall Street? The answer to this oft-asked question is unequivocally “yes,” but not for the obvious financial >>>

Governance A reading of the painstakingly detailed 2,292-page Examiner’s Report on the downfall of Lehman Bros. largely exonerates the investment bank’s >>>

Washington All financial markets are driven by two core human emotions – greed and fear. In the 1990s and 2000s, greed ran amok in large part because too >>>

Washington Large, complex institutions instruments leads us to the large, complex banks and non-bank companies that packaged and sold so many of these >>>

Accounting & Audit The pressure Wall Street places on companies to meet arbitrarily defined goals in this environment is staggering and can drive even decent ethical >>>

Shareholder & Proxy In this letter we will also review some of the basics of our business, hoping to provide both a freshman orientation session for our BNSF newcomers >>>

Strategy & Leadership Who wouldn't love to pick up the phone and ask Warren Buffett for advice? People have spent more than $1 million just to have lunch with the man. He >>>

Crisis Communications For about 24 hours last week, Peyton Manning and Toyota Motor Corporation President Akio Toyoda had a lot in common.  Minutes after the conclusion >>>

Accounting & Audit For nearly 30 years, the Commission has consistently promoted the development of a single set of high-quality globally accepted accounting >>>

Risk Management No two recalls are ever exactly the same. But all recalls share at least two similarities: They are complex and inevitable. We can only guess the >>>

Shareholder & Proxy It has become commonplace to hear the corporate proxy voting system described as “broken” or “dysfunctional,” yet its most fundamental defect >>>

Washington The 5.7 percent annualized growth rate in this country's fourth-quarter GDP numbers and newly released statistics on increased factory output in >>>

Crisis Communications Unprecedented. That’s the word being used to describe Toyota’s recent string of recalls involving millions of cars worldwide. There’s no doubt >>>

Strategy & Leadership More than a year after the economy crashed, C-suite reputations on and off Wall Street remain predictably bad. In 2008, public confidence was tested >>>

Economy The following account of the tense 48 hours preceding the bankruptcy of Lehman Brothers is excerpted by >>

Strategy & Leadership The business community faces a crisis in confidence both in its own ranks and in the broader society. Many are asking: how can corporations govern >>>

CEO Succession General Motors announced that Chairman Edward E. Whitacre would become the automaker’s permanent CEO. The company’s decision to recombine the >>>

SEC The Securities and Exchange Commission has announced important new steps that greatly impact public boards of directors and the management of their >>>

Compensation Today, Congressman Barney Frank (D-MA) announced that a hearing to discuss the issue of compensation practices for both financial and non-financial >>>

SEC On Wednesday, the first hearing of the Financial Crisis Inquiry Commission--what many are calling this century's equivalent of a Pecora-style >>>

Litigation & Regulation The wave of new federal securities lawsuits related to the global credit crisis has finally subsided, writes Ted Allen for the RiskMetrics >>

Litigation & Regulation Directors faced uncertain times in 2009 due to the global financial crisis.  Many companies put deals on hold, abandoned them altogether or in some >>>

Washington The financial crisis that gripped the United States last fall was unprecedented in type and magnitude. It began with an asset bubble in >>>

Shareholder & Proxy We get the shareholders we deserve. How much time do CEOs spend during ordinary times finding a better class of longer-term shareholders? Goldman >>>

Strategy & Leadership The 2009 Spencer Stuart Board Index was released in October and while there are no huge surprises, I believe the data signals a shifting center of >>>

Law and the Courts The U.S. Supreme Court has the opportunity to clarify the extent to which one of the centerpieces of the Sarbanes-Oxley reforms—the creation of the >>>

Compensation It is a tale as old as time, as Disney would say. A community once bound together by war, famine, or invaders finally finds security and begins to >>>

Crisis Communications There are three reasons why companies fail to communicate effectively in a crisis. First is fear. The instinct to flee incipient or existing >>>

Shareholder & Proxy At recent forums on governance, a number of board advisors have intoned mightily against the notion of having corporate directors involved in a >>>

Boardroom Journal When John Gutfreund left Salomon in the hands of his close friend and investor, Warren Buffett, he brought about the rescue of the company by >>>

Economy Federal Reserve Chairman Ben S. Bernanke spoke at the Economic Club of New York in New York City this afternoon, stressing the need to restore >>>

Board Evaluations The economic recovery continues to be problematic for the country and, as a result, regulatory pressures on public companies and their boards remain >>>

Board Structure "It’s terrific to be with business leaders who recognize that corporate governance can be a competitive advantage--and that diversity of thought >>>

Strategy & Leadership While accepting a corporate board seat remains a noble calling–despite the pressure directors operate under today – an even better reason for >>>

Accounting & Audit While admitting it's unusual for an IRS commissioner to address the boardroom community, nonetheless Douglas Shulman believes boards can and should >>>

Risk Management Lucian Bebchuk and Holger Spamann weigh in on risk management and compensation in the >>

Economy As the dollar falls against the euro, yen and other major currencies, China and other emerging economic powers holding lots of dollars and U.S. >>>

Law and the Courts Writing about the role that risk-taking by boards had in the run-up to the financial crisis, Vice Chancellor Leo Strine, Jr. of the Delaware Court >>>

CEO Succession Over the past year, news reports have pointed out executive pay abuses by a small, but widely recognized number of companies. Shareholders are >>>

Shareholder & Proxy Three down days for equities, combined with some mildly disappointing reports on durable goods and home sales, have raised concerns that the stock >>>

Compensation Boards of directors are used to taking flack for executive compensation practices, but this time it is serious.   Spurred on by angry taxpayers, >>>

Economy Wall Street greed and irresponsibility have nearly destroyed the U.S. economy.  Big bonuses for bankers encourage reckless risk taking and were a >>>

Boardroom Journal Risk, talent management and retention, governance reform, and strategy are the four items that Amelia Fawcett says sometimes prevent her from a sound >>>

Economy Numbers coming out this week should continue to build the case for a solid liftoff into economic growth this quarter.  Among the positives should be >>>

Risk Management In the wake of the financial crisis, there has been no shortage of approaches to regulatory reform, both here in Germany and globally. In a >>>

Risk Management I believe in capitalism’s strength and resilience.  With the same survival-of-the-fittest efficiency living organisms have tapped for millennia, >>>

Litigation & Regulation Throughout the world, many large banks have seen most of their equity destroyed by the crisis that started in the U.S. subprime sector in 2007 and >>>

Economy Like a boxer staggering to its feet, the U.S. economy is recovering. Since May, real consumer spending has been gradually rising. Technology >>>

Economy As the summer draws to a close, the U.S. economy is continuing to improve across multiple dimensions and many of them will be on display in the week >>>

Boardroom Journal At the moment, partisan issues seem like a middle ager’s high school trophies sitting on a distant shelf. I met the late senator from the great >>>

Shareholder & Proxy Most activist investors are urging the U.S. Securities and Exchange Commission to proceed with its proposed proxy access rule, although some have >>>

Economy Will the economic recovery be enduring—V shaped? Collapse after a short time—W shaped? For the middle class, it may be none of these at >>>

Litigation & Regulation The greatest risk is that just as businesses struggle to bring back jobs, our strength will be sapped by a new wave of lawsuits. The plaintiffs’ >>>

Boardroom Journal The story of the commander, whether his billet is on the battlefield or in the boardroom, is one that does not vary. In the field there is always a >>>

Your Views and Commentary Health care reform is in trouble, because President Obama and congressional leaders are not adequately addressing issues that trouble many >>>