Private Company Directors




News and Articles

As the market is heating up for attracting and retaining diverse and talented directors, private companies are reviewing th
The pressure on companies to enact ESG (environmental, social and governance) plans has come from all sides: investors, sta
After an arduous 2020, many boards have been able to turn their focus from crisis management to recovery.
A 15-month shakeup changed the rules of engagement.
For publicly traded companies, the board’s primary responsibility is often defined as the hiring and firing of the CEO.
Meghan Juday was appointed chairman of IDEAL Industries in February 2020.
MacLean-Fogg has annual revenues of more than $1 billion and a professional, majority independent fiduciary board, but ther
Strong corporate governance can steady any company, whether a 160-year-old agribusiness or a 16-year-old bank.

How Directors Can Mentor Potential CEOs

Virtually every director we speak to strongly affirms that CEO succession planning is their board’s number one priority. And most subscribe to the view that under ordinary circumstances promoting from within is preferable to bringing in an outsider — too much is at stake to risk a cultural mismatch. 


Mentors and Vintage Oars

This is a picture of my 55+ year-old wooden oars after I opened up our boat this past spring. They looked pretty beat up: chipped and peeled paint…cracks in the wood…and they were graying at the edges. Were they past their useful life? Would I need to replace them with a brand new pair? Before trashing them, consider this –> these oars have a rich history that you could never imagine by catching a glimpse of them lying on a dock or in the bottom of a boat. These oars have done their job quietly and well in rowboats, dinghies, motorboats and sailboats.

Directors Institute Names Walter Winding Private Company Director of the Year

Foley & Lardner LLP is pleased to announce the recipient of its second annual National Directors Institute (NDI) Private Company Director of the Year award as Walter Winding, owner and president of Winding & Company.The award program was created in 2013 to acknowledge exceptional public and private company directors who have exhibited demonstrable leadership in the boardroom resulting in a significant impact on the level of corporate governance and performance at their company.

In Memoriam: Rod Hills

Roderick M. Hills, who led the U.S. Securities and Exchange Commission under President Ford and concluded that investment companies needed more freedom from regulation, has died. He was 83.

 

  He died Wednesday at Johns Hopkins Hospital in Baltimore, said his wife, Carla Hills, a former U.S. secretary of housing and urban development and U.S. trade representative. The cause was surgical complications following heart problems, she said. Read the full obituary here.

Family Business Boards: Interest Is High, but Founders Have Their Concerns

We see more family companies interested in corporate governance today than we did a decade ago, as shown in changes they’ve made to their boards. While some family companies have a board only to satisfy legal compliance requirements, more are moving toward the outer rings on the family business corporate governance model. Ultimately, owners will choose which level best suits the company’s needs and when changing circumstances mean the company’s governance should transition to another ring.


The great governance transformation

When ownership of a family company passes from a sibling partnership to a cousin collaboration, important decisions must be made concerning design and leadership of the board.

  Imagine a typical family-owned business, started by a husband and wife who, through hard work and sharp wits, built the enterprise and proudly passed it on to their children. The siblings then grew the business through its second generation. Governance? No problem. The owners all worked for the family business, so they were the decision-makers who charted its course.


Perspectives on family-owned businesses: Governance and succession planning

This report, written for the owners, board members and executives of family-owned businesses, examines the concepts of governance as a strategic asset, and succession planning as an operational imperative; survey findings highlight opportunities for improvement and potential areas of focus for family-owned businesses.  Download it here.

Court of Chancery Finds Breach of Fiduciary Duty in Private Company Recapitalization

In an opinion issued on September 4, 2014, In re Nine Systems Corp. Shareholders Litigation, the Delaware Court of Chancery held that a control group of stockholders and their director designees breached their fiduciary duties in approving a recapitalization of Nine Systems Corporation because the recapitalization was the result of an unfair process, even though it was accomplished at a fair price.

Family business boards need women directors

Global companies—public, private and family-owned—compete with everyone everywhere for everything. Good directors can help companies acquire a competitive advantage in the global marketplace. If a company does only what worked in the past, its directors will wake up one day and find that they have been left behind.


Action steps for succeeding with a board of advisors

A small to medium-size business that has an advisory board is rare in today’s world. However, assembling a board of advisors may be one of the most important steps a CEO can take to assure the success of the company, giving the business a significant advantage over competitors that rely solely on internal talent.


The Evolution of Enterprise Governance Across Generations
The Private Company Board Compensation Summary Report 2020

Directors Record

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