Corporate Governance Developments and Proposals 

Memos

• ISS and Glass Lewis Issue Final 2023 U.S. Voting Policies (December 6, 2022)
• Thoughts for Boards: Key Issues in Corporate Governance for 2023 (November 30, 2022)
• Understanding the Role of ESG and Stakeholder Governance Within the Framework of Fiduciary Duties (November 28, 2022)
• Preparing for the 2023 Proxy Season in the Era of Universal Proxy (November 10, 2022)
• ESG, Stakeholder Governance, and the Duty of the Corporation (September 16, 2022)
• Risk Management and the Board of Directors (September 15, 2022)
• Dealing with Activist Hedge Funds and Other Activist Investors (September 1, 2022)
• Delaware Approves Permitting Exculpation of Officers from Personal Liability in Corporate Charters (August 3, 2022)
• Corporate Governance Update: Regulatory Instability for Proxy Advisory Firms (July 28, 2022)
• SEC Rescinds Certain Proxy Advisor Rules, Proposes Amendments to Narrow Rule 14a-8 Exclusions (July 14, 2022)
• Combatting Racial Inequity: A Two-Year Retrospective (July 6, 2022)
• SEC Proposal on Climate Disclosure (June 16, 2022)
• Stakeholder Capitalism and ESG as Tools for Sustainable Long-Term Value Creation (June 10, 2022)
• Emerging Issues in Decentralized Governance and the Lessons of Corporate Governance (June 2, 2022)
• Corporate Governance Update: Solving the Board Composition Puzzle (May 25, 2022)
• Annual Meetings and Activism in the Era of ESG and TSR (May 18, 2022)
• Nominating and Corporate Governance Committee Guide 2022 (May 12, 2022)
• Spotlight on Boards: Spring 2022 Update (April 20, 2022)
• Delaware Bar Council Proposes Allowing Exculpation of Officers from Personal Liability (April 14, 2022)
• Expanding on the SEC’s Proposal to Modernize Section 13(d) and (g) Beneficial Ownership Reporting (April 11, 2022)
• SEC Proposes Sweeping New Cybersecurity Disclosure Rules for Public Companies (March 10, 2022)
• SEC to Modernize Section 13(d) and (g) Beneficial Ownership Reporting (February 10, 2022)
• Investor Priorities in 2022 – Stakeholder Capitalism, Net Zero Transition, Human Capital Management and Long-Term Value Creation (January 21, 2022)
• Stakeholder Governance and Purpose of the Corporation (January 19, 2021)
• ESG and M&A in 2022: From Risk Mitigation to Value Creation (January  14, 2021)

Memos

• Nasdaq Proposes New Listing Rules Regarding Board Diversity (December 17, 2020)
• BlackRock’s 2021 Stewardship Principles (December 14, 2020)
• Some Thoughts for Boards of Directors in 2021 (December  7, 2020)
• Glass Lewis and ISS Issue Final 2021 U.S. Voting Policies (December 2, 2020)
• Spotlight on Boards (December 1, 2020)
• Corporate Governance Update: Politics and Purpose in Corporate America (October 29, 2020)
• ISS Considers New Director Withhold Vote Policies for Lack of Racial/Ethnic Diversity and Failing to Oversee Environmental and Social Risks (October 19, 2020)
• The Spotlight on Investors – Proposed Expansive Regulation of Institutional Investors and Shareholder Behavior – Imposing New Fiduciary Duties on Investors (and Companies) (September 29, 2020)
• Corporate Governance Update: The Broadening Basis for Business Judgment (September 24, 2020)
• Advancing Standardized Sustainability/ESG Metrics and Disclosures: International Business Council of the World Economic Forum and Big 4 Accounting Firms Release White Paper (September 23, 2020)
• SEC Amends Eligibility Requirements for Rule 14a-8 Shareholder Proposals (September 23, 2020)
• The Friedman Essay and the True Purpose of the Business Corporation (September 17, 2020)
• DOL Proposes Rules Clarifying When ERISA Fiduciaries Need to Vote Proxies (September 3, 2020)
• A Wake-Up Call on Short-Termism: Study on directors’ duties and sustainable corporate governance (August 31, 2020)
• SEC Meaningfully Revises Regulation S-K Periodic Disclosure Requirements: Move to Principles-Based Framework Reduces Some Public Company Disclosure Requirements While Adding and Expanding Others (August 27, 2020)
• Enacting Purpose within the Modern Corporation (August 19, 2020)
• The Other “S” in ESG: Building a Sustainable and Resilient Supply Chain (August 12, 2020)
• On the Purpose and Objective of the Corporation (August 3, 2020)
• Corporate Governance Update: Raising the Stakes for Board Diversity (July 23, 2020)
• ISS and Glass Lewis: SEC Adopts Proxy Advisor Reform – Initial Perspectives and Implications (July 22, 2020)
• Spotlight on Boards (July 17, 2020)
• Going Dark: SEC Proposes Amendments to Form 13F; Would Significantly Reduce Already Limited Transparency of Activist Ownership (July 16, 2020)
• GAO Report Highlights Dearth of Comparable, Decision-Useful ESG Disclosures; Senator Warner Seeks Task Force on ESG Metrics (July 13, 2020)
• DOL Proposes New Rules Regulating ESG Investments (July 2, 2020)
• Some Thoughts for Boards of Directors in 2020: A Mid-Year Update (July 1, 2020)
• ESG and Stakeholder Activism: A New Approach by a Successful Activist (June 23, 2020)
• Using ESG Tools to Help Combat Systemic Racism and Injustice (June 12, 2020)
• Risk Management and the Board of Directors (June 4, 2020)
• A Framework for Management and Board of Directors Consideration of ESG and Stakeholder Governance (June 3, 2020)
• Corporate Governance Update: EESG and the Covid-19 Crisis (May 28, 2020)
• Reopening to a New Normal: Considerations for Boards (May 18, 2020)
• Nasdaq Adopts Temporary Covid-19 Exception to Shareholder Approval Rules (May 8, 2020)
• Lessons From the Future – The First Contested Virtual Annual Meeting (May 6, 2020)
• Reconsidering Activism in France (May 5, 2020)
• Institutional Investors Signal a Mix of Tougher Standards and Heightened Flexibility for the 2020 Proxy Season (April 29, 2020)
• U.K. and EU Regulators Move Ahead on ESG Disclosures and Benchmarks (April 14, 2020)
• Key ESG Considerations In the Crisis (April 13, 2020)
• Activist Attacks and Firm Value (April 9, 2020)
• What to Say on Your Next Earnings Call in the Time of Covid-19 – SEC Chairman Jay Clayton and CorpFin Director Bill Hinman Lead the Way (April 8, 2020)
• Rights Plans (“Poison Pills”) in the Covid-19 Environment – “On the Shelf and Ready to Go”? (April 1, 2020)
• Activists Will Show Their True Colors in Covid-19 Pandemic (March 31, 2020)
• ESG Disclosures and Litigation Concerns (March 26, 2020)
• Corporate Governance Update: Director Oversight in the Context of Covid-19 (March 26, 2020)
• The Crisis and the Activists and Raiders (March 25, 2020)
• BlackRock Announces New KPIs for Public Companies, Tougher Director Votes and Continued High Expectations During Covid-19 Pandemic (March 18, 2020)
• Key Issues for Directors Relating to Covid-19 (March 17, 2020)
• ESG Metrics in MD&A Disclosures – SEC Legal Guidance (March 16, 2020)
• Short Attacks – New “Short and Distort” Rulemaking Petition Regarding Short Selling (March 16, 2020)
• SEC Proposes Amendments to Exempt Offering Rules (March 5, 2020)
• Professor Bebchuk’s Errant Attack on Stakeholder Governance (March 3, 2020)
• ESG Disclosures – Considerations for Companies (March 2, 2020)
• Spotlight on Boards (February 28, 2020)
• ESG Performance and the Credit Markets (February 26, 2020)
• Tax and ESG (February 21, 2020)
• ESG Metrics and Compensation (February 20, 2020)
• ESG Disclosures and Litigation Risk  (Febuary 19, 2020)
• The Coming Impact of ESG on M&A (Febuary 18, 2020)
• Accelerating ESG Disclosure—WEF Task Force Releases Preliminary Framework Centered on Mainstream Reporting Aligned with UN Sustainable Development Goals  (Febuary 3, 2020)
• State Street Global Advisors Sharpens Voting Push on Financially Material ESG Matters (January 29, 2020)
• Foundational Principles in an Evolving Governance Environment (January 27, 2020)
• Corporate Governance Update: Sustainability in the Spotlight (January 23, 2020)
• Dealing with Activist Hedge Funds and Other Activist Investors (January 17, 2020)
• Embracing The New Paradigm (January 15, 2020)
• Accelerating ESG Disclosure—BlackRock Nudges Companies Toward a Common Standard (SASB + TCFD) (January 15, 2020)
• Delaware Supreme Court Upholds Strict Deadline in Advance Notice Bylaws (January 13, 2020)
• REIT M&A in 2020 (January 6, 2020)

Presentations

• Corporate Governance Developments, March 2019

Memos

• SEC Issues Statement on Role and Responsibilities of Audit Committees (December 31, 2019)
• Purpose, Stakeholders, ESG and Sustainable Long-Term Investment (December 23, 2019)
• Board Committees (December 13, 2019)
• Some Thoughts for Boards of Directors in 2020 (December 9, 2019)
• SEC’s Proposed Rules on Proxy Advisory Firms Provoke Mixed Response (December 5, 2019)
• Stakeholder Corporate Governance (December 2, 2019)
• Director Liability – “Caremark Protection” (November 19, 2019)
• Risk Management and the Board of Directors (November 18, 2019)
• Delaware Court Denies Activist’s 220 Demand to Inspect M&A Books and Records (November, 15,2019)
• ISS and Glass Lewis Announce Final 2020 Voting Policies (November 13, 2019)
• Shareholder Activism in France—A Model for the U.S. (November 7, 2019)
• Corporate Governance Update: The 2019 Proxy Season Hints at New Challenges (October 31, 2019)
• The New Paradigm (October 25, 2019) 
• Stakeholder Governance—Issues and Answers (October 24, 2019)
• SEC Provides Updated Guidance on Excludability of Rule 14a-8 Shareholder Proposals, Eschewing One-Size-Fits-All Approach (October 17, 2019)
• One Size Does Not Fit All (October 11, 2019)
• Shareholder Activism and Governance in France: Proposed Reforms (October 4, 2019)
• Directors’ Duties in an Evolving Risk and Governance Landscape (September 18, 2019)
• Stakeholder Governance—Some Legal Points (September 17, 2019)
• SEC Revises Approach to Requests to Exclude 14a-8 Shareholder Proposals (September 6th, 2019)
• Wachtell Lipton Outline: Board Update Regarding Stakeholder Governance (August 30, 2019)
• SEC Provides New Guidance on Institutional Investors’ Proxy Voting Responsibilities and Use of Proxy Advisory Firms (August 22, 2019)
• Stakeholder Governance and the Fiduciary Duties of Directors (August 22, 2019)
• Regulation FD Compliance Requires Continued Vigilance (August 21, 2019)
• Stakeholder Corporate Governance Business Roundtable and Council of Institutional Investors (August 20, 2019)
• Business Roundtable Embraces Stakeholder Corporate Governance (August 19, 2019)
• Corporate Governance Update: Oversight and Compliance Reminder (July 25, 2019)
• Will a New Paradigm for Corporate Governance Bring Peace to the Thirty Years’ War (July 23, 2019)
• Spotlight on Boards (June 27, 2019)
• Debt Default Activism: After Windstream, the Winds of Change (June 10, 2019)
• Board Development and Director Succession Planning in the Age of Shareholder Activism, Engagement and Stewardship (June 6, 2019)
• United States Chapter (9th Ed.) (May 30, 2019)
• Corporate Purpose—Stakeholders and Long-Term Growth (May 28, 2019)
• Corporate Governance Update: The Corporate Form for Social Good (May 23, 2019)
• The New Paradigm and the EU Shareholder Rights Directive II (May 8, 2019)
• Coordinating Governance and Stewardship Between Institutional Investors and Asset Managers (May 3, 2019)
• Corporate Governance (April 30, 2019)
• Corporate Governance Update: Director Onboarding and the Foundations of Respect (March 28, 2019)
• A Reminder About Corporate Crisis Communications (March 12, 2019)
• It’s Time To Adopt The New Paradigm (February 11, 2019)
• Dealing with Activist Hedge Funds and Other Activist Investors (January 24, 2019)
• Corporate Governance Update: SEC Scrutiny of Non-GAAP Financial Measures (January 24, 2019)
• Addressing Rule 14a-8 Shareholder Proposals During and After the Shutdown (January 17, 2019)
• The New Paradigm (January 4, 2019)
• REIT M&A in 2019 (January 2, 2019)

Memos

• Activism: The State of Play at Year-End 2018(December 28, 2018)
• SEC to Study Quarterly Reporting, Earnings Guidance and their Contribution to Short-Termism(December 18, 2018)
• Some Thoughts for Boards of Directors in 2019(December 13, 2018)
• Senate Committee Holds Hearing on Proxy Voting Process(December 7, 2018)
• Spotlight on Boards(December 3, 2018)
• Corporate Governance Update: Proxy Voting and the Future of Corporations(November 29, 2018)
• Default Activism in the Debt Markets(November 16, 2018)
• The Future of the Corporation(November 6, 2018)
• Activist Hedge Fund Overreach in Sale Process (October 17, 2018)
• Activism: The State of Play (October 9, 2018)
• Corporate Governance Update: Shareholder Activism Is the Next Phase of #MeToo (September 27, 2018)
• No Long-Term Value From Activist Attacks (September 21, 2018)
• Further to the Warren Bill, The New Paradigm and a Better Way (August 22, 2018)
• Corporate Governance; Stakeholder Primacy, Federal Incorporation (August 15, 2018)
• Corporate Governance Update: Gender Diversity and Board Quotas(July 26, 2018)
• The UK Corporate Governance Code (July 16, 2018)
• ESG and Sustainability: The Board’s Role (June 27, 2018)
• SEC Commissioner Questions Insider Sales into Stock Buybacks (June 12, 2018)
• T. Rowe Price: Perspectives on T. Rowe’s Public Stance on Shareholder Activism (June 12, 2018)
• Board Ready: Shareholder Activism, Corporate Governance and the Hunt for Long-Term Value (June 11, 2018)
• Corporate Governance Update: Directors’ Notes: A Trap for the Unwary? (May 24, 2018)
• Congress Increases Pressure on Proxy Advisory Firms (May 16, 2018)
• Corporate Purpose: ESG, CSR, PRI and Sustainable Long-Term Investment (May 2, 2018)
• An ESG Setback? DOL Sounds Cautionary Tone on ESG-Related Proxy Voting, Shareholder Engagement and Economically Targeted Investments (April 27, 2018)
• The Purpose of the Corporation (April 10, 2018)
• Risk Management and the Board of Directors(March 14, 2018)
• SEC Releases New Guidance on Cybersecurity Disclosures and Controls (February 22, 2018)
• Federal Reserve Takes Severe and Unprecedented Action Against Wells Fargo Implications for Directors of All Public Companies (February 4, 2018)
• Corporate Governance Update: Boards, Sexual Harassment, and Gender Diversity (January 25, 2018)
• Engagement-Succeeding in the New Paradigm for Corporate Governance (January 23, 2018)
• SEC Chair Addresses Activism and Shareholder Engagement (January 19, 2018)
• Activist-Driven Dealmaking Falls Flat(January 17, 2018)
• BlackRock Supports Stakeholder Governance (January 16, 2018)
• REIT M&A, Activism and Governance – Ten Themes for 2018 (January 2, 2018)

Memos

• Some Thoughts for Boards of Directors in 2018 (November 30, 2017)
• Corporate Governance Update: Shareholder Proposals in an Era of Reform (November 30, 2017)
• ISS Announces Final 2018 Voting Policies (November 17, 2017)
• Deal Activism: Lessons from the EQT Proxy Contest (November 9, 2017)
• Further Lessons From the P&G/Trian Proxy Fight(October 11, 2017)
• Lessons from the ISS Report on the Trian/P&G Proxy Contest (October 2, 2017)
• Corporate Governance: Stakeholders (September 29, 2017)
• Corporate Governance Update: Activism and Board Diversity (September 28, 2017)
• Activism: The State of Play (September 19, 2017)
• Corporate Governance—the New Paradigm (August 31, 2017)
• Corporate Governance Update: Common-Sense Capitalism (July 27, 2017)
• Corporate Governance Update: Cybersecurity Must Be High on the Board Agenda (May 25, 2017)
• Corporate Governance (April 18, 2017)
• A Synthesized Paradigm for Corporate Governance, Investor Stewardship and Engagement (April 4, 2017)
• BlackRock’s 2017-2018 Engagement Priorities (March 15, 2017)
• Governance Committee Charters and Governance Guidelines (March 10, 2017)
• Risk Management and the Board of Directors (revised February 14,2017)
• Promoting Long-Term Value Creation – The Launch of the Investor Stewardship Group (ISG) and ISG’s Framework for U.S. Stewardship and Governance (January 31, 2017)
• The Spotlight on Boards 2017 (January 26, 2017)
• Corporate Governance Update: Prioritizing Board Diversity (January 25, 2017)
• Succeeding in the New Paradigm for Corporate Governance (January 25, 2017)
• Dealing with Activist Hedge Funds and Other Activist Investors (January 24, 2017)
• A New Paradigm for Corporate Governance (January 23, 2017)
• Corporate Governance: The New Paradigm (January 9, 2017)
• REIT M&A, Governance and Activism – Themes for 2017 (January 3, 2017)

Memos

• The Dutch Corporate Governance Code and The New Paradigm (December 12, 2016)
• Some Thoughts for Boards of Directors in 2017 (December 6, 2016)
• End of the First Proxy Access Campaign (December 1, 2016)
• ISS and Glass Lewis Announce 2017 Voting Policy Updates (November 25, 2016)
• New Theory in Corporate Governance Undermines Theories Relied on by Proponents of Short-Termism and Shareholder Activism (November 23, 2016)
• The Spotlight on Boards 2017 (November 14, 2016)
• ISS’s 2017 Policy Survey Results (October 4, 2016)
• Corporate Governance Update: The Board’s Role in FCPA Compliance (September 22, 2016)
• Corporate Governance in the U.K. (September 22, 2016)
• Taking Short-Termism Seriously: A Response to Charles Nathan (September 12, 2016)
• The Business Roundtable’s 2016 Principles of Corporate Governance (August 5, 2016)
• ISS Policy Changes Under Preliminary Consideration for 2017 (August 2, 2016)
• Corporate Governance Update: Director Tenure Remains a Focus of Investors and Activists (July 28, 2016)
• Corporate Culture (July 22, 2016)
• Today’s Publication of “Commonsense Corporate Governance Principles” (July 21, 2016)
• Corporate Governance – A New Paradigm from the U.K. (July 11, 2016)
• Voce Capital Management Demonstrates How Not to Run a Proxy Contest (June 16, 2016)
• Corporate Governance Update: Holding Activists and Proxy Advisory Firms Accountable? (May 26, 2016)
• DOJ Challenges Activist Use of HSR Act’s “Passive Investor” Exemption (April 5, 2016)
• Corporate Governance Update: Gender Diversity on Boards: The Future is Almost Here (March 24, 2016)
• An Important British Version of a New Paradigm for Corporate Governance (March 22, 2016)
• Succeeding in the New Paradigm for Corporate Governance (March 14, 2016)
• The New Paradigm for Corporate Governance (March 7, 2016)
• Short-Term Investors, Long-Term Investments, and Firm Value (February 3, 2016)
• The New Paradigm for Corporate Governance (February 1, 2016)
• Corporate Governance Update: So You’re Thinking of Joining a Public Company Board (January 28, 2016)
• Delaware Rules on ‘Without Cause’ Director Removal (January 4, 2016)

Memos

• ISS Publishes FAQs with Clarifications for 2016 Proxy Season (December 23, 2015)
• Responding to Attacks by Activist Hedge Funds and to Hostile Takeover Bids(December 22, 2015)
• “Just Say No”– The Long-Term Value of the Poison Pill (December 17, 2015)
• Some Thoughts for Boards of Directors in 2016 (December 7, 2015)
• A Personal Reflection on Corporate Governance: Is 2015, like 1985, an Inflection Year? (December 3, 2015)
• Staggered Boards, Long-Term Investments and Long-Term Firm Value (December 3, 2015)
• Hedge Fund Activism and Long-Term Firm Value(November 24, 2015)
• ISS Announces Final 2016 Voting Policies (November 21, 2015)
• Another Hostile Deal Thwarted by a Confidentiality Agreement (November 20, 2015)
• Perrigo’s Defense Shows Role of Long-Term Shareholders in Hostile Takeovers(November 16, 2015)
• Corporate Governance Update: Commissioner for Capital Markets: Daniel M. Gallagher’s SEC Legacy (October 29, 2015)
• Is Short-Term Behavior Jeopardizing the Future Prosperity of Business? (October 29, 2015)
• Deal Activism (October 27, 2015)
• SEC Narrows Shareholder Proposal Exclusion for Rule 14a-8 Proposals that “Directly Conflict” with Company Proposals (October 23, 2015)
• The Spotlight on Boards (October 5, 2015)
• Will a New Paradigm for Corporate Governance Bring Peace to the Thirty Years’ War (October 2, 2015)
• Corporate Governance Update: 13(d) Reporting Inadequacies in an Era of Speed and Innovation (September 24, 2015)
• A New Paradigm for Corporate Governance (September 18, 2015)
• The Long Arm of Governance Activism: U.S. Investors Look Abroad(September 14, 2015)
• Is Activism Moving In-House (August 28, 2015)
• Legal & General’s Call for an End to Quarterly Reporting (August 18, 2015)
• Risk Management and the Board of Directors (Revised July 2015) (July 27, 2015)
• Corporate Governance Update: The Changing Dynamics of Governance and Engagement (July 22, 2015)
• Responding to Institutional Investor Requests for Access to Independent Directors (July 14, 2015)
• Some Lessons from BlackRock, Vanguard and DuPont—A New Paradigm for Governance (June 29, 2015)
• Dealing With Activist Hedge Funds (June 1, 2015)
• Winning a Proxy Fight – Lessons from the DuPont-Trian Vote (May 18, 2015)
• Some Lessons from DuPont-Trian (April 28, 2015)
• Further Recognition of the Adverse Effects of Attacks by Activist Hedge Funds (April 9, 2015)
• Corporate Governance Update: The Unintended Consequences of Proxy Access Elections (March 26, 2015)
• ISS Clarifies 2015 Voting Policies Regarding Proxy Access, Excluding Shareholder Proposals and “Unilaterally” Adopting Bylaw and Charter Amendments (February 19, 2015)
• SEC Proposes Proxy Disclosure Rules for Hedging by Directors, Officers and Employees (February 9, 2015)
• Corporate Governance Update: Engagement and Activism in the 2015 Proxy Season (January 29, 2015)
• UPDATED – Recognition of the Threat to Shareholders and the Economy from Attacks by Activist Hedge Funds (January 23, 2015)
• Center for Capital Markets Competitiveness Discusses Initiatives Regarding Proxy Advisory Firms and Proxy Voting Responsibilities (January 07, 2015)

Memos

• Stakeholder Governance and Purpose of the Corporation (January 19, 2021)
• ESG and M&A in 2022: From Risk Mitigation to Value Creation (January  14, 2021)
• Some Thoughts for Boards of Directors in 2022 (December 27, 2021)
• SEC Proposes to Reshape the Rules for Share Repurchases, 10b5-1 Plans, Trading by Directors and Officers, and Option Grant Policies (December 20, 2021)
• ISS Issues Final Voting Policies for the 2022 Proxy Season (December 8, 2021)
• Glass Lewis Publishes Voting Guidelines for the 2022 Proxy Season (November 18, 2021)
• SEC Requires Universal Proxies in Contested Director Elections (November 18, 2021)
• ISS Proposes Benchmark Voting Policy Changes for the 2022 Proxy Season (November 8, 2021)
• SEC Staff Limits Exclusion of “Social Policy” Shareholder Proposals (November 4, 2021)
• Carbon Zero and the Board (October 28, 2021)
• Raiders and Activists (October 25, 2021)
• DOL Proposes New ERISA Rules Enabling ESG Investments and Expanding Ability of Fiduciaries to Vote on ESG Proposals (October 20, 2021)
• Dealing with Activist Hedge Funds and Other Activist Investors (October 5, 2021)
• Corporate Governance Update: Board Structure Is Key to Oversight (September 23, 2021)
• Boeing’s MAX Woes Reach the Boardroom (September 14, 2021)
• Spotlight on Boards (September 1, 2021)
• More Myths from Lucian Bebchuk (August 23, 2021)
• Risk Management and the Board of Directors (August 10, 2021)
• Mandatory Climate Change Disclosure Rules – A Preview From the SEC Chair? (July 29, 2021)
• Spotlight on Boards and Board Oversight of
  Business Strategy and Risk Management in a Post-Pandemic World (July 26, 2021)
• Corporate Governance Update: EESG Activism After ExxonMobil (July 22, 2021)
• Further on the Purpose of the Corporation (July 19, 2021)
• Using ESG Tools to Help Combat Racial Inequity: One Year Retrospective (July 15, 2021)
• Some Thoughts for Boards of Directors: Key Corporate Governance Issues at Mid-Year 2021 (June 21, 2021)
• SEC Update: Commissioner Lee Speaks on Materiality (June 8, 2021)
• Carbon, Caremark, and Corporate Governance (May 27, 2021)
• Corporate Governance Update: SEC Regulation of ESG Disclosures (May 27, 2021)
• Cybersecurity Oversight and Defense — A Board and Management Imperative (May 11, 2020)
• Lessons from TEGNA’s Second Straight Proxy Fight Win (May 10, 2020)
• Corporate Governance Update: “Materiality” in America and Abroad (April 29, 2021)
• Archegos Debacle Highlights the Continuing Need for Disclosure Reform (Mark 31, 2021)
• Corporate Governance Update: Integrating ESG Into Corporate Culture: Not Elsewhere, but Everywhere (March 25, 2021)
• BlackRock’s New 2021 KPIs and Engagement Priorities for Public Companies—Director Engagement, Tougher Votes and Raised Expectations (March 19, 2021)
• The SEC Should Address the Risk of Activist “Lightning Strikes” (March 14, 2021)
• SEC Division of Enforcement Forms New Climate and ESG Task Force to Target ESG-Related Misconduct and Potential Violations (March 4, 2021)
• SEC Division of Corporation Finance Directed to Focus on Climate-Related Disclosures and Update Prior Climate Guidance (February 25, 2021)
• ESG Disclosures: SEC Appoints Climate and ESG Policy Advisor; U.K. and EU Regulators Ramp Up Reporting Requirements (February 7, 2021)
• Corporate Governance Update: Thank You, Chairman Clayton (January 27, 2021)
• ESG and Sustainability: Key Considerations for 2021 (January 27, 2021)
• The ESG/TSR Activist “Pincer Attack” (January 21, 2021)
• The New Paradigm in the C-Suite and the Boardroom (January 7, 2021)

Memos

• Some Thoughts for Boards of Directors in 2013 (December 17, 2012)
• Pension Fund Advised by the Harvard Shareholder Rights Project Withdraws Declassification Proposal Amid Lawsuit Challenging Eligibility (December 13, 2012)
• Harvard’s Shareholder Rights Project is Still Wrong (November 29, 2012)
• Corporate Governance Update: Cybersecurity Risks and the Board of Directors (November 29, 2012)
• Say-on-Pay Litigation: Part Deux (November 27, 2012)
• ISS Moderates Proposed Voting Policy Updates for the 2013 Proxy Season (November 19, 2012)
• Key Issues for Directors in 2013 (November 16, 2012)
• The Spotlight on Boards (November 16, 2012)
• ISS Proposes Changes to 2013 Voting Policies (October 30, 2012)
• NYSE and Nasdaq Issue Proposed Listing Standard Changes Relating to Compensation Committees to Implement the Requirements of the Dodd-Frank Act (September 28, 2012)
• Corporate Governance Update: Gender Diversity on Public Company Boards (September 27, 2012)
• Short-Termism, (July 30, 2012)
• Corporate Governance Update: ‘Say on Pay’ in the 2012 Proxy Season (July 26, 2012)
• Say on Pay 2012 (June 28, 2012)
• SEC Issues Final Dodd-Frank Rules on Independence of Compensation Committee and Its Advisers (June 21, 2012)
• Corporate Governance Update: Advice for the Board in CEO Selection and Succession Planning (May 24, 2012)
• SEC Not Pursuing Mandatory Proxy Access at this Time (April 25, 2012)
• The Group of Thirty on Effective Governance (April 24, 2012)
• Corporate Governance Update: Section 13(d) Reporting Requirements Need Updating (March 22, 2012)
• Harvard’s Shareholder Rights Project is Wrong (March 21, 2012)
• SEC Provides Guidance on Proxy Access Shareholder Proposals (March 12, 2012)
• ISS Provides FAQ Guidance Regarding Compensation Policies for the 2012 Proxy Season (February 9, 2012)
• CalSTRS Releases Say-On-Pay Report (February 6, 2012)
• Corporate Governance Update: Analyzing Aspects of Board Composition (January 26, 2012)
• Disintermediating the Proxy Advisory Firms: BlackRock Takes the Lead (January 19, 2012)
• Federal Court Dismisses Claims Against Bank Arising Out of Negative Say on Pay Vote (January 12, 2012)

Memos

• Corporate Governance Update: ISS Policy Updates for 2012 Proxy Season (December 29, 2011)
• ISS Issues White Paper on Say on Pay “Pay for Performance” Test (December 20, 2011)
• Risk Management and the Board of Directors – An Update for 2012 (December 13, 2011)
• Some Thoughts for Boards of Directors in 2012 (December 7, 2011)
• Key Issues for Directors 2012 (November 28, 2011)
• The Spotlight on Boards (November 28, 2011)
• Delaware Court Upholds Board Discretion in Setting Compensation Practices (October 13, 2011)
• Corporate Governance Update: For Directors, A Wake-Up Call from Down Under (September 22, 2011)
• Corporate Governance Update: Limitations on Contributions Would Undercut Directors (July 28, 2011)
• Appellate Decision in the CSX Case Highlights Need for SEC Action on Derivatives in Section 13(d) Reporting Requirements (July 22, 2011)
• D.C. Circuit Strikes Down Proxy Access Rules (July 22, 2011)
• Handling A Corporate Crisis: The Ten Commandments of Crisis Management (July 1, 2011)
• Corporate Governance Update: Holding Steady in an Active Market (May 26, 2011)
• Say on Pay So Far (May 11, 2011)
• Inside the Boardroom: Responding to a Negative Say on Pay Vote (May 10, 2011)
• Say on Pay-Questions for Institutional Investors (April 28, 2011)
• Comments on the SEC’s Proposal for Beneficial Ownership Reporting and Security-Based Swaps (April 15, 2011)
• Qualifications and Evaluations of Directors and Boards (April 8, 2011)
• Activists Target Companies With Market Caps Over $50 Billion (April 5, 2011)
• Corporate Governance Update: Del Monte and Responsibility of Board in a Sales Process (March 24, 2011)
• SEC Releases Proposed Rules Preserving “Status Quo” for Beneficial Ownership Reporting of Security-Based Swaps (March 21, 2011)
• Corporate Governance Adrift (March 16, 2011)
• The ISS Hewlett-Packard Decision; Another Form-Over-Substance Decision and Another Effort to Promote the Idea that the Principal Function of the Board is to Monitor the CEO (March 11, 2011)
• Call for Modernization of the Section 13 Beneficial Ownership Reporting Rules (March 7, 2011)
• Delaware Court Reaffirms the Poison Pill and Directors’ Power to Block Inadequate Offers (February 16, 2011)
• Corporate Governance Update: Investor Communication and “Fifth Analyst Call” (January 27, 2011)
• SEC Adopts Final Rules on Executive Compensation Advisory Votes (January 26, 2011)
• Director Pay (January 18, 2011)
• The “Fifth Analyst Call” Request (January 6, 2011)

Memos

• Corporate Governance Update – Focus in 2011 Will Remain on Executive Compensation (December 30, 2010)
• Some Thoughts for Boards of Directors in 2011 (December 8, 2010)
• Risk Management and the Board of Directors (December 3, 2010)
• Guiding Corporate Social Responsibility: A United Nations Blueprint to Promote Human Rights (November 24, 2010)
• ISS Updates Voting Policies for the 2011 Proxy Season (November 22, 2010)
• The Future of Corporate Governance and the Board of Directors (November 17, 2010)
• Key Issues for Directors 2011 (November 16, 2010)
• SEC Proposes Rules on “Say-on-Pay,” “Say-When-on-Pay” and “Golden Parachute” Voting and Reporting (October 20, 2010)
• Comments on the SEC’s Proxy Plumbing Concept Release (October 19, 2010)
• Dodd-Frank Provision Protecting the Confidentiality of SEC Examination Material Repealed (October 5, 2010)
• Delaware Supreme Court Affirms Approval of 4.99% Rights Plan to Protect NOLs (October 5, 2010)
• SEC Stays Proxy Access – For Now (October 4, 2010)
• Corporate Governance Update: Preparing Now For Proxy Access in 2011 (September 23, 2010)
• Governance Changes Under Dodd-Frank: What to Do and When (September 16, 2010)
• The Spotlight on Boards (September 9, 2010)
• Shareholder Proxy Access: Time To Get Ready (September 2, 2010)
• SEC Adopts Final Rules for Shareholder Proxy Access (August 25, 2010)
• Majority Voting (August 19, 2010)
• Delaware Court of Chancery Reaffirms Validity of Shareholder Rights Plans (August 13, 2010)
• Corporate Governance Update: Proxy Plumbing Fixes Are Desperately Needed (July 22, 2010)
• SEC Issues Wide-Ranging Concept Release on Proxy System (July 15, 2010)
• Corporate Governance and Compensation Provisions in Dodd-Frank Financial Reform Bill (June 30, 2010)
• Future of the Board of Directors (June 23, 2010)
• Deepwater Horizon Tragedy Demonstrates Critical Importance of Effective Board Oversight of Safety and Risk Management (June 21, 2010)
• Corporate Governance Update: Senate Bill Adversely Affects the Landscape (May 27, 2010)
• Understanding RiskMetrics Compensation “GRId” (May 27, 2010)
• Corporate Social Responsibility: Essential Considerations for the United Nations Efforts to Promote Human Rights (May 27, 2010)
• Major Provisions of Senate Financial Reform Bill (May 24, 2010)
• Corporate Governance and Compensation Provisions Applicable to all Public Companies in Senate Financial Reform Bill (May 21, 2010)
• Understanding RiskMetrics Shareholder Rights “GRId” (May 13, 2010)
• Delaware Supreme Court Addresses Vote Buying and Synthetic Ownership (April 27, 2010)
• Proxy Access Revisited (March 29, 2010)
• Corporate Governance Update: Delaware Ruling Reinforces Validity of the Poison Pill (March 25, 2010)
• The Real Risk in Riskmetrics’ GRIds (March 16, 2010)
• Executive Compensation Provisions Under the Financial Reform Bill (March 16, 2010)
• Court Upholds Exclusion of 14a-8 Proposal for Deficient Proof of Stock Ownership (March 12, 2010)
• Delaware Upholds 4.99% Rights Plan to Protect NOLs (March 1, 2010)
• Delaware Court of Chancery Redefines the “Stock Ledger” and Addresses Vote Buying and Board Contraction By-laws (February 12, 2010)
• Corporate Governance Update: Dow Reaffirms Delaware’s Business Judgment Rule (January 28, 2010)
• Supplemental Comments Submitted on the SEC’s Proxy Access Proposals (January 20, 2010)
• Compensation Season 2010 (January 11, 2010)

Memos

• SEC Clarifies Effectiveness of New Disclosure Rules (December 23, 2009)
• Board of Directors Meeting Agendas (December 18, 2009)
• SEC Adopts Expanded Governance and Executive Compensation Disclosures (December 17, 2009)
• Key Issues for Compensation Committee Members (December 9, 2009)
• Some Thoughts for Boards of Directors in 2010 (November 30, 2009)
• The System Isn’t Broken: A Legislative Parade of Horribles (November 25, 2009)
• Corporate Governance Provisions Added to Financial Reform Bill (November 10, 2009)
• Corporate Governance Update: 2009 Proxy Season Review And a Look Ahead to 2010 (October 29, 2009)
• House Committee Approves Private Fund Adviser Registration Bill (October 29, 2009)
• Fed’s Announcement on Pay Practices Requires Immediate Action by Banks (October 23, 2009)
• Microsoft Adopts Triennial “Say on Pay” Policy (September 30, 2009)
• Corporate Governance Update: Boards Play a Leading Role In Risk Management Oversight (September 24, 2009)
• NYSE Proposes Amendments to Corporate Governance Listing Standards (September 8, 2009)
• SEC Revises Approach to Requests to Exclude 14a-8 Shareholder Proposals
• Comments on the SEC’s Proxy Access Proposals (August 17, 2009)
• Corporate Governance Developments and Proposals (July 27, 2009)
• SEC Pursues Unprecedented Sarbanes-Oxley “Clawback” (July 24, 2009)
• Executive Pay and Directors’ Duties (July 20, 2009)
• Treasury Submits Draft Legislation Mandating Say-on-Pay and Independence Standards for Compensation Committees to Congress (July 17, 2009)
• Corporate Governance in Crisis Times (July 16, 2009)
• SEC Proposes Changes to Proxy Solicitation Rules and Expanded Governance and Executive Compensation Disclosures (July 13, 2009)
• SEC Eliminates Broker Discretionary Votes for Directors and Seeks Enhanced Proxy Disclosures (July 2, 2009)
• SEC Releases Proposed Rules “Facilitating Shareholder Director Nominations” (June 11, 2009)
• Administration Releases Executive Compensation Principles (June 10, 2009)
• Corporate Governance Update: The Forecast On Earnings Guidance (May 28, 2009)
• Proxy Access 2009: Will the Bad Economy Lead to Bad Governance? (May 28, 2009)
• SEC Approves Proposal for Shareholder Proxy Access (May 20, 2009)
• A Crisis Is a Terrible Thing to Waste: The Proposed “Shareholder Bill of Rights Act of 2009” Is a Serious Mistake (May 12, 2009)
• Strategies for the New Reality of Shareholder Proxy Access (May 7, 2009)
• Corporate Governance Update: Activist Shareholders Would Gain Power from Proposed Rule Change (March 26, 2009)