Board Legal Issues: Activist Investors, Compensation & Cyber Risk

Episode Summary

What legal issues have arisen in the last six months regarding corporate governance? We invite back our legal expert Bill Chandler, former Chancellor of the Delaware Court of Chancery and current Partner at Wilson Sonsini Goodrich & Rosati, to discuss what’s new in the Delaware courts and what’s impacting corporate boards. In this episode, we discuss:

Activist Investors

Given the recent uptick in shareholder activism, corporate boards should be looking carefully at the company’s defensive profile. Do shareholders have the right to take action by written consent? Do they have the right to call special meetings? What kind of advanced notice bylaw does the company have? Chandler advises boards to familiarize themselves with these defensive measures and explains certain situations where they might come into play.

Cyber Risk

What kind of liability risk could the board be faced with in the wake of a company data breach? Chandler advises corporate boards on the kind of records and reporting that need to be in place in order to limit risk among corporate directors.

Director Compensation

Chandler explains that there’s been a flurry of cases in Delaware recently challenging director compensation plans. How can board members show that proper processes are being followed?

Other topics discussed include forum selection bylaws, advisor conflict issues, and controlling shareholder benefits. Host TK Kerstetter wraps up the episode with an interesting question to Chandler:

What’s the biggest mistake you see corporate boards making today?

The filming of this episode of Inside America’s Boardrooms was made possible by our Knowledge Partners.