When deciding whether to approve share buybacks, corporate directors are well-advised to tune out the political. Rather, directors should fulfill their fiduciary duty and focus on the economics. Read more
Considerations for Directors
The Directors’ Role Amid Debates over Corporate Purpose, Stakeholders and ESG
The age-old debate over the purpose of for-profit corporations has reignited, with two rival theories on offer: shareholder primacy and stakeholder parity. The first posits that the primary purpose of corporations is to maximize shareholder value, while the second urges the equal interests of all other constituents, especially employees, customers, and communities. Read more on…
Dealing with Director Overload
Today’s directors have a lot on their plates. Scanning many recent publications advising public company directors, a fair job description would range from “overwhelming” to “impossible,” sometimes even veering into the managers’ lane. Directors are told they must not only continue to attend to tasks as they have always had but assume substantial new ones…
Five Steps for Directors to Consider About Risk Governance
Historically, directors have been protected from personal liability in connection with risk management by the high standard set in the seminal 1996 Caremark case. In recent years, however, courts have held that certain plaintiffs have pled facts sufficient to avoid dismissal of suits seeking to hold directors liable for failing to discharge their oversight duties.