  Cover Story
Introducing the second annual list of the most influential people on boardrooms and in corporate governance. This year, given the economic climate, we put more emphasis on those who influence the board’s strategic and economic agenda, including regulators such as Barney Frank. Full Story 
Shareholder-director communication is the governance world’s hottest topic. Self-anointed Blue Ribbon wearers, proxy season pundits, and even Presidential candidates all urge directors to open dialogues with investors. As directors reach out, however,
their talks often resemble the famous Bud Abbott and Lou Costello comedy routine “Who’s on First?” Full Story
With the pressure building due to everything from “say on pay,” to proxy access, to continued concerns about high-level payoffs for CEOs overseeing billions of dollars of writedowns, it was expected to be a noisy annual meeting season. Surprisingly, it was not. Full Story 
Sydney Finkelstein is the coroner of the business world: He examines the wreckage of dead or dying companies to find out what happened. The professor at the Tuck School of Business at Dartmouth is less interested in what executives do right, than in what they do wrong. Full Story
Uninstructed votes cast by brokers in board elections have been a growing flashpoint between directors and investors, with the Securities and Exchange Commission caught in the middle. Full Story 
In the often rough-and-tumble arena of proxy contests, shareholder democracy sees its most colorful expression. Aggressive campaigns for shareholder votes are punctuated by forceful “fight letters” issued by the combatants, testing the mettle of even the most stalwart boards and reminding all participants that spirited tactics are the order of the day. Full Story
For 200 years the Delaware Court of Chancery existed with scant competition. In the last 15 years, however, a number of states have created dedicated business courts or procedures for managing business-related disputes. Full Story
The job of corporate director isn’t getting any
easier, but board members can take comfort in
the fact that at least they are continuing to earn
better paychecks. Full Story 
From The Bible to biography, the editors of Directorship spent part of the summer distilling the essence of printed wisdom into a collection of classic works that we believe are as useful in the boardroom as they are in the study. Included in our collection of must reads are Nassim Nicholas Taleb's Fooled by Randomness, and many others. Full Story
Jim Turley's favorite mantras are “quality” and “integrity.” With these guideposts, the chairman and CEO of audit firm Ernst & Young steered one of the world’s largest professional services firms, with more than 130,000 employees in 140 countries, through some of the most difficult periods in the history of accounting. In his view, the profession has emerged much better for wear. Full Story
Contrary to popular belief, fairness opinions are not required by law when companies are involved in deals. In fact, they are not really valuation opinions, or even a determination of the best price. Full Story
The Most Influential Players in Corporate Governance (listed in alphabetical order) Full Story
Delaware Supreme Court rules in boards’ favor in AFSCME v. CA Inc.; short sellers on a shorter leash; Apple unbitten; activists win CSX battle; support wanes for say on pay; more. Full Story
One of the greatest responsibilities shared by boards—indeed, some argue it is the single most important job of the corporate director—is to manage CEO succession. Full Story
Nearly every discussion of global risk management today is bracketed by the subprime crisis and the ensuing credit meltdown. In light of the crisis, all businesses, not just financial services firms that have been directly impacted, are taking the opportunity to
reevaluate the conventional wisdom of their risk management systems. Full Story
The Sixth Amendment guarantees “the right to a speedy and public trial.” In many white-collar criminal cases, though, the judicial process might be public, but it is not always speedy. Full Story
Here you will find a link to excerpts from Directorship’s recent interview with Phil Pfrang, National Healthcare and Life Sciences Industry Leader, M&A Transaction Services, Deloitte & Touche LLP. We invite you to review his comments on key M&A issues facing healthcare and life sciences and offer your input. Full Story
Directorship recently interviewed Phil Pfrang, National Healthcare and Life Sciences Industry Leader, M&A Transaction Services, Deloitte & Touche, LLP on key M&A issues. Full Story
Like CEO tenure, director terms are growing shorter. The contracting tenure of CEOs and other C-suite executives is cause for worry among proponents of the long-term view. Now directors are also increasingly leaving, or being forced out, after shorter stays. Full Story
When Securities and Exchange Commission Chairman Christopher Cox lifted the requirement that foreign companies filing in the United States use generally accepted accounting principles (GAAP), a giant step toward embracing International Financial Reporting Standards (IFRS) was taken. Prepare now for coming international reporting standards. Full Story
While lawsuits often linger for years, internal investigations are typically fast paced. Because they are usually conducted under time pressure, investigations require directors to make swift decisions. Full Story
As baby bboomers approach retirement,
many will find their benefit plans are
insufficient to meet their financial needs,
much less their goals. The switch from
traditional pension plans to 401(k) plans
will leave millions of retirees with too little
or, perhaps worse, less than they thought.
Full Story
As the 2008 proxy season draws to a close, it
seems safe to conclude that the pace of
investor activism, including demands for
board representation, will continue to
increase. Full Story
A director’s
value to the company is diminished
when too much of a director’s time is spent
on compliance with Section 404 of the
Sarbanes-Oxley Act of 2002 (SOX) and the
resulting arcane accounting rules. Full Story
It’s no fun getting an SEC comment letter.
If one does arrive, however, the audit committee
should see it as an opportunity to
gain deeper insight into the quality and
transparency of the company’s financial
reporting. Full Story
The protection offered by directors and
officers (D&O) insurance has long been
recognized in executive suites and boardrooms.
Less well known is the need for an
individual indemnification agreement that
offers directors and officers protections that
go beyond the boilerplate provisions found
in most corporate charters and bylaws. Full Story
Recent board appointments: The American Red Cross in New York, The Goldman Sachs Group, The Blackstone Group, IBM, Lithia Motors, SEMI International, Virgin Media, and more named new directors. Full Story
Why we celebrate the most influential people on corporate governance and in the boardroom. Full Story
Although it is a time of challenge for directors and CEOs, some get hurt while others get
helped. Full Story |
