NACD - National Association of Corporate Directors
Directorship Magazine May/June 2012 Issue

Table of Contents

May/June 2012

COVER STORY

Unions as Shareholders

FEATURES

The Boardroom Guide to Mergers and Acquisitions

The Board’s Role in M&A

M&A transactions are again on the rise. Some may be friendly or begin with an unwelcome advance by a suitor that turns hostile. In all cases, the board of directors plays a critical role.
by Michael J. Aiello and Holly J. Gregory

KPMG Audit Committee Issues Conference

Keeping Pace with a Rapidly Changing Landscape

The eighth annual conference addressed the most pressing topics affecting audit committees.
by NACD Editors

From Battlefield to Boardroom

Military Leaders Transition to Boards

Learning how to utilize leadership and strategy skills within the boardroom.
by Elizabeth Mullen and Cheryl Soltis Martel

DEPARTMENTS

President's Letter

On Patterns

The intelligent director has exceptional skill at detecting correlations and patterns.
by Kenneth Daly

Editor’s Note

Critical Tests

Increasingly contentious relationships between businesses and activists must be carefully examined.
by Judy Warner

The Director’s Chair

Lessons Learned Beneath the Radar

Shirli M. Billings emphasizes the need for board diversity, meaningful mentors and the ability to ask out-of-the-box questions.
by Shirli M. Billings

Need to Know
NTK KEEPING COUNT

Is Your Board At Its Expiration Date?

Boards must strike a balance between facilitating fresh ideas and recruiting experienced directors.
by Kate Iannelli

Keeping Count
Board Confidence Index

Director Confidence Level Mirrors Economic Recovery

NACD's Board Confidence Index rose to 60.6 in the first quarter of 2012, up 13 points from its lowest point in the third quarter of 2011. This surge in confidence was largely buoyed by directors’ improved perception of economic progress made in both the short and long term.
by Kate Iannelli

Director Compensation

Slight Increase Seen in Director Pay

Director pay increased between 6 and 8 percent at most companies, finds the 13th annual NACD Director Compensation Report.
by NACD Editors

Washington Update

Update on Proxy Access, Say on Pay and Neither Confirm Nor Deny

Federal checks and balances affect governance outcomes.
by Alexandra R. Lajoux

NACD Board Leadership Fellow
Member Profile

Think Global, Act Local

A discussion with NACD member and retired Hallmark Cards CEO Irvine O. Hockaday Jr. on his early years on boards, company culture and separation of the CEO and chairman roles.
by Jeffrey M. Cunningham

Entrepreneurial Governance

Noteworthy Legal Issues for Pre-IPO and Small-Cap Directors

The legal implications of current events for directors of pre-IPO and small-cap companies.
by Adam J. Epstein

Readings

White House Women and the Re-education of the General Counsel

Lee Stout's A Matter of Simple Justice, E. Norman Veasey and Christine T. Di Guglielmo's Indispensable Counsel: The Chief Legal Officer in the New Reality
by Jeffrey M. Cunningham

GC Corner

Weighing the Necessity and Benefits of Disclosures

The relevant requirements and considerations needed to make disclosure decisions.
by NACD Editors

Boardroom Journal

She’s Done It All—Then More

Sandra Day O'Connor has continued her public service through nonprofit endeavors.
by Jeffrey M. Cunningham

First Lesson in Politics

New York City Comptroller John C. Liu deflects attention from himself by leveling criticism at Goldman Sachs and MetLife.
by Jeffrey M. Cunningham

Learned on the Golf Course

The balance between scarcity and abundance.
by Jeffrey M. Cunningham

DIRECTOR ADVISORY

Legal Issues

The Next Say on Say on Pay: Litigation

Shareholder derivatives suits stemming from failed say-on-pay votes typically allege director breach of fiduciary duty and compensation consultants' participation in that breach.
by Edward P. Smith and Tae Sang Yoo

Audit Committee Roundup

Good Judgment Requires Discipline, Awareness of Traps and Biases

Consistent exercise of good business judgment under high pressure requires a disciplined process.
by Dennis T. Whalen and George Herrmann

Executive Compensation

Applying Discretion in Bonuses: Performance Is More Than Just a Number

A board's selective judgment may be the most important input for a bonus award.
by Jim Wolf and Chris Havey

Litigation

Buyers Beware: Why Acquirers of Public Companies Should Care About the Sale Process

The Delaware Chancery Court recently issued three opinions critical of flaws in advisors' roles in company sale processes.
by Peter S. Golden and Abigail Pickering Bomba