In this MB Sounding Board MicroTalk, Larry Cunningham talks to Henrique Canarim, Vice President, Senior Assistant General Counsel, and Assistant Corporate Secretary at Leidos, about the rising trend of shareholder engagement by directors, its advantages, and preparing directors for this process.
Considerations for Directors
SEC Adopts Climate Change Disclosure Rules Applicable to Public Companies and Offerings
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…
Whose Role Is It Anyway? Distinguishing Corporate Officers from Directors
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 Evaluations: Improvement and “Fit Limits”
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…
Trends in Private Company Executive Compensation
A REVIEW OF EXECUTIVE COMPENSATION SURVEYS: PART II
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…
Trends in Director Compensation
A REVIEW OF COMPENSATION SURVEYS: PART I
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.
All…
Generative Artificial Intelligence and Corporate Boards: Cautions and Considerations
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…
Corporate Governance and Risk Management Experience
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…
Boardroom Goverance Podcast Covers the Waterfront
The Boardroom Governance podcast’s Evan Epstein recently caught up with Mayer Brown’s Larry Cunningham to discuss a range of hot topics. Here’s a top-10 list. Listen here
Maintaining Perspective: Governance and Disclosure Reminders for Public Companies
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…