Tuesday, December 1, 2009

Wachtell Lipton issues annual client memo "Some Thoughts for Boards of Directors in 2010"

WLRK has issued their annual thought piece of issues and challenges for boards to consider in the upcoming year. The comprehensive client memo titled, "Some Thoughts for Boards of Directors in 2010" is authored this year by Marty Lipton, Steven Rosenblum and Karessa Cain.

Excerpts from the publication:

While corporate governance activists have been agitating for a number of years - in many cases with substantial success - these efforts have exponentially multiplied and accelerated. Reform proposals have recently been advanced across a full spectrum of legal avenues, including new and proposed federal legislation and regulations, SEC rule-making, amendments to state corporation laws and stock exchange rules, court decisions, policy recommendations from non-governmental organizations and shareholder proposals. Initiatives range from advocating enhanced disclosure obligations to calling for more fundamental changes in the structure and authority of the board, and address topics that include shareholder proxy access, majority voting, discretionary broker voting in director elections, risk management, say-on-pay and other executive compensation policies, the separation of chairman and CEO roles, annual director elections and disclosures about the company's board and leadership structure.

Within the note the authors pointed to ten Key Issues Facing Boards in 2010.
They include:

1. Executive Compensation

2. CEO Succession Planning
3. Risk Management
4. Long-Term Value v. Short-Term Gain
5. Takeover Defense
6. Separation of Chairman & CEO Positions
7. Director Elections
8. Communications with Shareholders
9. Shareholder Proposals
10.Competition in the Global Market

The full memorandum is available for download on the Harvard Law School Forum on Corporate Governance and Financial Regulation Blog.

Links to some previous thoughts...

Some Thoughts for Boards of Directors in 2009
Some Thoughts for Board of Directors in 2008