Some Thoughts for Boards of Directors in 2008

AEI Legal Center - Briefly, Vol. 11, No. 7, 2008

22 Pages Posted: 6 Feb 2008

See all articles by Martin Lipton

Martin Lipton

Wachtell, Lipton, Rosen & Katz


This memorandum highlights some of the significant issues that boards of directors of U.S. companies face in 2008, including tremendous pressures to realize short-term stock-market gains at the expense of long-term value. These pressures have become acute as hedge funds and other activist shareholders, as well as influential proxy advisory firms, have sought to reshape the landscape in ways that undermine the board-centric model of governance. In addition, this memorandum highlights some issues and practical considerations for directors to bear in mind in reviewing the roles, duties and procedures of boards and board committees.

Keywords: corporate governance, director elections, shareholder proposals, executive compensation, board committees, director liability, majority voting, proxy contest, proxy access, say on pay, board procedures, lead director, proxy voting, director independence, shareholder activism

JEL Classification: G30, G34

Suggested Citation

Lipton, Martin, Some Thoughts for Boards of Directors in 2008. AEI Legal Center - Briefly, Vol. 11, No. 7, 2008, Available at SSRN:

Martin Lipton (Contact Author)

Wachtell, Lipton, Rosen & Katz ( email )

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