The complexity and legal implications of an M&A agreement are such that any material conflicts should be avoided for all parties. It falls to a board of directors to evaluate and negotiate transactions as part of its fiduciary duties to a company. …

The COVID-19 pandemic has tested businesses’ ability to respond to a crisis and deal with internal and external consequences. Many boards have effectively overseen companies through these extraordinary circumstances, guiding and adapting crisis management plans. Additionally, communications and transparency between boards, management, shareholders, and employees have been tested. Post-pandemic, boards…

Although the United States generally does not mandate retirement at a certain age, specific industries and occupations have such requirements, including for airline pilots. Statistics show that 63% of workers retire between the ages of 57 and 66, with 62 as the minimum age to collect social security. For boards…

The necessity of having virtual shareholder meetings this past proxy season due to the COVID-19 pandemic has further questioned the necessity of the in-person annual meeting. In a previous article, I challenged the in-person annual meeting’s questionable utility, covering, in general, the various, more timely ways for companies to disseminate…

Governance is critical for companies of every size. The maturity of a company can impact the scope and detail of a board of directors’ responsibilities. A board should grow and evolve with a business. …

Replacing or adding a board member is a time- and labor-intensive process that starts with determining the skills an organization needs. Hopefully, a board has an existing skills matrix that shows the attributes of the existing directors. …

There are increasing conversations and more support from various governance organizations about term limits of generally about ten years for directors of publicly traded companies. The idea is to refresh boards and adjust for an organization’s changing needs and director skill sets. However, the downside of term limits is a…

Effective governance includes a board of director’s ability to play a role in helping to maximize long-term shareholder value. In general, a board’s primary responsibilities are to oversee management, strategy, and financial reporting and compliance. Audit committees are one of the most critical ways that boards help oversee financial reporting…

Oversight of management is one of the board of director’s primary responsibilities. This includes hiring, monitoring, evaluating, and compensating the senior team. Most boards establish a compensation committee to be responsible for this important topic. Often, the committee retains an independent compensation consulting firm for advice. While avoiding conflicts of…