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    In this Issue of NACD Directorship

    May_June-2012

    May June 2012

    The State of the Unions

    by

    Union membership may be on the decline but not union clout. The role unions and pension funds play in today's governance arena is at a critical inflection point. Here's why.

    The State of the Unions

    by

    The history of labor and management relations is merely the ebb and flow of competition for a finite supply of business resources.

    She’s Done It All—Then More

    by

    Sandra Day O'Connor has continued her public service through nonprofit endeavors.

    Unions’ New Playbook

    by

    Though union membership and public perception is on the decline, unions still hold substantial political power via endorsements and campaign contributions.

    The Board’s Role in M&A

    by

    M&A transactions are again on the rise. Some may be friendly or begin with an unwelcome advance by a suitor that turns hostile. In all cases, the board of directors plays a critical role.

    Making the Transition: Advice from Robert Stevens

    by

    Lockheed Martin CEO Robert J. Stevens on the intensifying boardroom climate.

    Think Global, Act Local

    by

    A discussion with NACD member and retired Hallmark Cards CEO Irvine O. Hockaday Jr. on his early years on boards, company culture and separation of the CEO and chairman roles.

    Turning Back Anti-Business Sentiment

    by

    Collaboration between union pension funds and the companies in which they invest is paramount.

    Unions as Shareholders

    by

    Although less than 6 percent of the private-company workforce is unionized, unions have a broad impact on employment issues.

    From Battlefield to Boardroom: The POW

    by

    Leadership Freedom and POW Leon F. Ellis shares the skills and values he learned in the service, and how they still inform his business strategies today.

    Good Judgment Requires Discipline, Awareness of Traps and Biases

    by

    Consistent exercise of good business judgment under high pressure requires a disciplined process.

    Keeping Pace with a Rapidly Changing Landscape

    by

    The eighth annual conference addressed the most pressing topics affecting audit committees.

    From Battlefield to Boardroom: The Chairman

    by

    CACI International Chairman Jack P. London's advice on transitioning from battlefield to boardroom service.

    Slight Increase Seen in Director Pay

    by

    Director pay increased between 6 and 8 percent at most companies, finds the 13th annual NACD Director Compensation Report.

    Director Confidence Level Mirrors Economic Recovery

    by

    NACD's Board Confidence Index rose to 60.6 in the first quarter of 2012, up 13 points from its lowest point in the third quarter of 2011.

    Learned on the Golf Course

    by

    The balance between scarcity and abundance.

    Noteworthy Legal Issues for Pre-IPO and Small-Cap Directors

    by

    The legal implications of current events for directors of pre-IPO and small-cap companies.

    Weighing the Necessity and Benefits of Disclosures

    by

    The relevant requirements and considerations needed to make disclosure decisions.

    Applying Discretion in Bonuses: Performance Is More Than Just a Number

    by

    A board's selective judgment may be the most important input for a bonus award.

    Buyers Beware: Why Acquirers of Public Companies Should Care About the Sale Process

    by

    The Delaware Chancery Court recently issued three opinions critical of flaws in advisors' roles in company sale processes.

    The Next Say on Say on Pay: Litigation

    by

    Shareholder derivatives suits stemming from failed say-on-pay votes typically allege director breach of fiduciary duty and compensation consultants' participation in that breach.

    Update on Proxy Access, Say on Pay and Neither Confirm Nor Deny

    by

    Federal checks and balances affect governance outcomes.

    Military Leaders Transition to Boards

    by

    Learning how to utilize leadership and strategy skills within the boardroom.

    Critical Tests

    by

    Increasingly contentious relationships between businesses and activists must be carefully examined.

    First Lesson in Politics

    by

    New York City Comptroller John C. Liu deflects attention from himself by criticizing race and gender disclosures at Goldman Sachs, MetLife.

    White House Women and the Re-education of the General Counsel

    by

    Lee Stout's A Matter of Simple Justice, E. Norman Veasey and Christine T. Di Guglielmo's Indispensable Counsel: The Chief Legal Officer in the New Reality

    On Patterns

    by

    The intelligent director has exceptional skill at detecting correlations and patterns.

    Need To Know

    by

    Debate Continues Over Auditor Independence, Proxy Access Attempts Denied, Yahoo Sues Facebook, more

    Lessons Learned Beneath the Radar

    by

    Shirli M. Billings emphasizes the need for board diversity, meaningful mentors and the ability to ask out-of-the-box questions.

    Is Your Board At Its Expiration Date?

    by

    Boards must strike a balance between facilitating fresh ideas and recruiting experienced directors.

    Confidence Rising in U.S. Markets and the Dollar

    by

    U.S. credit is more attractive than European or emerging-market credit, finds Barclays Global Macro Survey.

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