Board Duties

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Larry Cunningham delivered the 2024 Weinberg Distinguished Lecture last week at the University of Delaware. His topic was: “Speaking Out on Hot Button Topics: How Boards Can Steer CEOs and Companies in Choppy Waters.”  Following are excerpts from the lecture, which reviews the data on this topic and the forces at work, discusses the board’s…

As the business environment continues to evolve in complexity, so does the oversight role of boards. At the same time, investor, regulator, and other stakeholder expectations of board involvement in certain aspects of the business, including aspects traditionally within management’s sole purview, are changing in ways that may blur the lines of responsibility between the…

Adding new board members is a critical decision for any company, as it can affect its strategy, performance, culture and reputation. However, finding and selecting the right candidates can be complex and time-consuming, involving multiple sources, criteria, interviews, checks and disclosures. Here are some good practices to help boards navigate this process.

Maintain an evergreen …

Generative AI (i.e., AI creating original content using machine learning and neural networks) has captivated people everywhere, producing a range of responses from doomsday warnings of machines rendering humans extinct to rosy dreams where machines possess magical properties. In corporate boardrooms, however, a more sober conversation is occurring. It seeks a practical understanding of…

Delaware recently delivered two important legal changes that officers, directors and shareholders should be thinking about. First, a Delaware court last month held that officers, like directors, owe their companies a duty of oversight. Second, the Delaware legislature last year authorized companies to amend their charters to immunize officers, as well as directors, for…