Corporate directors may feel like mediators at a rock fight, as antagonists that are for or against the “environmental, social and governance (ESG)” movement duke it out.  The rock fight has arisen due to extremism over ESG.  As proponents and opponents fight to a standoff or stalemate, boards can mediate by embracing neither side but

Most legal entities like corporations have officers and directors who, together, run the business. Directors sit on the board of directors and collectively govern and oversee the entity.  In contrast, officers generally implement the board’s vision and manage the day-to-day operations of the business.

While it’s widely understood that the roles and responsibilities of officers


Director compensation varies considerably around the world, reflecting different director duties, legal and regulatory frameworks, and market expectations.


The United States and Canada, for example, have the highest median total non-executive director compensation, both close to US$200,000, including cash, equity, and other benefits. In both countries, directors

Imagine a board of directors that operates like a basketball team, in which each member plays to their strengths, complements each other, and strives for excellence and improvement. This is the vision that individual director evaluations can help achieve, if undertaken properly and respectfully.

Board self-evaluations are common for listed companies, to enhance governance, accountability

Directors & Boards has published Larry Cunningham’s thought leadership piece on how the ESG movement has fizzled and what hurdles it might face over the next three months to three years.

Over the past few years, the ESG movement gained a broad following across corporate America, with a proliferation of related management and investment strategies

We use generative AI to turn the first batch of 10-K filings describing cybersecurity into a model that can guide others in creating their own disclosure.

The SEC’s new rules on the disclosure of cybersecurity matters were finalized on July 26, 2023, and in effect since December 2023. Directors & Boards recently published a review

Bloomberg Law has published Larry Cunningham’s opinion piece on this high-visibility lawsuit.

Exxon Mobil Corp. recently attracted significant attention after suing two climate activists who sent a shareholder proposal asking that the company set stringent targets to slash its greenhouse gas emissions and those of its customers. 

If implemented, the proposal would effectively place a

The SEC announced late last week that it has abandoned its rulemaking efforts begun last May to compel disclosure of share buyback rationales and data. The turnabout follows an October court ruling that the SEC failed to follow required procedures in adopting the rule and the SEC’s indication in December that it could not cure