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November/December 2020      Vol. XLI      No. 245

BOARD DIVERSITY: AN ACTIVIST PERSPECTIVE by Jared L. Landaw
Activist investors have some smart strategic reasons for seeking more diverse boards.

Over the past year, the lack of racial, gender and ethnic diversity in American boardrooms has exploded as a governance issue. While many voices have raised concerns on board diversity, activist investors were among the first critics, and have been some of the most influential. The author, a partner at activist investment firm Barington Capital Group, explains why.

RESHAPE YOUR BOARD FOR COMPANY RESTRUCTURING by Pankaj Amin and Deborah A. Reperowitz
If our current crisis forces a major turnaround effort, is your board up to the task?

The ongoing economic convulsions of 2020 have brought unprecedented stress to many companies. Continuous pressure on revenues, production, sales and personnel are forcing boards and managers to weigh major, bet-the-company restructuring plans for survival. Is your board membership up to the task, and are they prepared for the dangers restructuring brings?

THE ROAD TO STRATEGIC BOARD REFRESHMENT by George M. Anderson and Paula Loop
Bring the concept of "continuous improvement" to your boardroom.

With radical social and economic change, ongoing crises, and new demands for diversity and inclusion, traditional approaches to board succession no longer work. The old model: Wait until a director retires, and then ask who on the current board knows a replacement. The new model: Act early and mindfully to assess and re-think long-term board talent needs.

BOARD MEMBERS CAN (ALMOST) ALWAYS RESIGN by Priya Cherian Huskins
Courts sometimes find that quitting a board in itself is a breach of fiduciary duty.

Strategic recruiting and onboarding of new directors receives much attention. How and why members should leave the board, not so much. A director's resignation is a critical moment for the board member and even the company, with dangers and liabilities if mishandled.

THE BUSINESS ROUNDTABLE AND STAKEHOLDERS: ONE YEAR LATER by Lucian Bebchuk and Roberto Tallarita
Did the BRT signatories really intend to change the treatment of stakeholders?

The Business Roundtable (BRT) statement, which claimed to move away from traditional shareholder primacy, was widely seen as a major shift in corporate philosophy when released in 2019. The authors' analysis of the evidence, however, suggests that BRT signatories did not intend, and should not be expected, to make significant changes in the treatment of stakeholders.

CONVERSATIONS: URSULA BURNS "Be affirmative, not passive" in seeking diverse board talent.

The lack of diversity (and especially black talents) in corporate America has been a source of concern for years. In 2020, with nationwide protests over racism and inequity, these voices are shaking up attitudes in the C-suite and boardrooms
   Ursula Burns has a vitae that gives her authority on both sides of this divide. Former board chair and CEO of Xerox, her current board roles include Uber, Nestle, ExxonMobil and Teneo. She was a black female corporate pioneer, with deep insights on the ways our corporate and economic system make it difficult for black talents to advance in top executive roles, and into the boardroom.
   Burns has joined with other black business leaders (including Fontis Partners' Gabrielle Sulzberger) and such groups as Teneo, the Ford Foundation, and the Executive Leadership Council to launch the Board Diversity Action Alliance. The Alliance has a simple, but daring goal: convince major corporations to pledge to increase black board membership, and commit to regular disclosure on their boards' diversity makeup.

IN REVIEW  Index to actions, regulations and surveys.

SPOKEN & WRITTEN  Excerpts of articles and speeches.

DIRECTORS' REGISTER  Recent board elections.

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