Stephen Davis and Jon Lukomnik

If corporate boards were granted a New Year’s prayer for 2009, there is no doubt what it would be: “May God preserve the business judgment rule!” That doctrine has long served as a reliable bulwark against legal challenge from angry shareholders. But your directors may want to muster extra fervor for the plea this year, […]

Now that the election is over, get ready for a deluge of predictions on the coming wave of corporate governance legislation and regulation. Fair enough; with governance tagged as one of the market guardrails that broke, allowing the economy to go over a cliff, politicians and pundits can’t help but draw up blueprints for substantial […]

In the midst of the financial sector meltdown, directors and executives are asking innumerable questions. One, in particular, seems central: “In our quest for pay for performance, have we—boards, executives, and shareowners alike—created pressure points that influence risk-taking behaviors in unintended ways?” Risk is one of our favorite—yet most feared—topics. For starters, risk is not […]

If there is one thing corporate managers (and columnists like us) know well, it’s the experience of pitching what we think are great ideas to an audience—and seeing them enthusiastically ignored. But every once in a while an idea sticks. That’s what seems to be happening with our proposal from last June to take the […]

At the risk of drumming ourselves out of the corporate governance fraternity, we have a message to our brethren: We, as a species and as individuals, make mistakes. Creating accountability doesn’t negate human fallibility. That seems obvious. Yet we increasingly hear poor governance being cited as the reason for virtually every bad corporate outcome. The […]

A compliance revolution is about to take place in America’s not-for-profit sector. The result may well be that corporate executives who serve on not-for-profit boards will face compliance challenges in their charitable endeavors just as challenging as those they face in their 9-to-5 lives—if not more so. And the revolution is being led by what […]

The 2008 proxy season in the United States is revealing hazardous gaps among the responsibilities expected of corporate directors, the way directors are elected, and the way investors treat decisions about how they vote. Directors stand at the fulcrum of modern American corporate governance. They weigh the perspectives of management against the interests of shareowners. […]