The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Sun, 07 Jun 2026 11:30:27 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png The Spotlight on Boards – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 The Spotlight on Boards https://corpgov.law.harvard.edu/2011/12/09/the-spotlight-on-boards/?utm_source=rss&utm_medium=rss&utm_campaign=the-spotlight-on-boards https://corpgov.law.harvard.edu/2011/12/09/the-spotlight-on-boards/#comments Fri, 09 Dec 2011 14:45:55 +0000 http://blogs.law.harvard.edu/corpgov/?p=24019?d=20150113153333EST Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Friday, December 9, 2011
Editor's Note:

Martin Lipton is a founding partner of Wachtell, Lipton, Rosen & Katz, specializing in mergers and acquisitions and matters affecting corporate policy and strategy. This post is based on a Wachtell Lipton firm memorandum by Mr. Lipton.

The focus on the performance of corporate boards prompts a revisiting of what is expected from the board of directors of a major public company – not just the legal rules, but also the aspirational “best practices” that have come to have almost as much influence on board and company behavior.

Boards are expected to:

  • Establish the appropriate “Tone at the Top” to actively cultivate a corporate culture that gives high priority to ethical standards, principles of fair dealing, professionalism, integrity, full compliance with legal requirements and ethically sound strategic goals.
  • Choose the CEO, monitor his or her performance and have a detailed succession plan in case the CEO becomes unavailable or fails to meet performance expectations.
  • Work with management to navigate the dramatic changes in economic, social and political conditions, in order to remain competitive and successful.

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