Considerations for Directors

The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial condition, and governance (the “Final Rules”).  The SEC says that “climate-related risks, their impacts, and a public company’s response to those risks can significantly affect

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

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


Private companies face unique challenges and opportunities when it comes to designing and implementing executive compensation plans. Unlike public companies, which are subject to extensive disclosure and regulatory requirements, private companies have more flexibility and discretion in determining how to reward and retain their key talent.  Private


Historically, public company directors served without pay and with light workloads. Even after 1969, when Delaware law first authorized directors to set their own compensation, pay remained nominal. Directors generally kept a low profile, with a mandate often limited to advising or cheering on the chief executive. 


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

From employee protection to consumer safety, risk management is a central daily duty of corporate management and has become top of the oversight agenda for corporate boards. While managers remain in charge of day-to-day risk management, the board’s oversight role has expanded so much that directors benefit from thinking broadly and deeply about how they

Companies will be affected in a variety of ways by the receivership of Signature Bank, Silicon Valley Bank and any other similarly situated financial institution. Companies may face difficulty accessing cash deposits, bank facilities or the capital markets or limitations on money market transactions or commercial paper facilities. Companies may also face losses on investments