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. Fri, 22 May 2026 11:32:50 +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 Analyzing Aspects of Board Composition – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 Analyzing Aspects of Board Composition https://corpgov.law.harvard.edu/2012/02/20/analyzing-aspects-of-board-composition/?utm_source=rss&utm_medium=rss&utm_campaign=analyzing-aspects-of-board-composition https://corpgov.law.harvard.edu/2012/02/20/analyzing-aspects-of-board-composition/#comments Mon, 20 Feb 2012 15:18:31 +0000 http://blogs.law.harvard.edu/corpgov/?p=25667?d=20150113151406EST Posted by David A. Katz, Wachtell, Lipton, Rosen & Katz, on Monday, February 20, 2012
Editor's Note:

David A. Katz is a partner at Wachtell, Lipton, Rosen & Katz specializing in the areas of mergers and acquisitions and complex securities transactions. This post is based on an article by Mr. Katz and Laura A. McIntosh that first appeared in the New York Law Journal. The views expressed are the authors’ and do not necessarily represent the views of the partners of Wachtell, Lipton, Rosen & Katz or the firm as a whole.

As the 2012 proxy season approaches, it appears that certain issues in board composition—the separation of the chairman and chief executive officer (CEO) roles (along with the related issue of the independence of the chairman) and board diversity—are likely to be more prominent this year. As boards consider these and other related corporate governance issues, directors should keep in mind that a corporate board is a complex creature, with company history, personal dynamics, and board structure all contributing to, or potentially undermining, the overall effectiveness of the board. No single factor in board composition will have the same significance at one company as it has at another; boards should seek to adopt best practices that will make them more effective, but this does not mean that governance structures such as the separation of chairman and CEO roles should be mandated. Directors facing pressure from activists should be counseled that it is the board’s right and responsibility to determine its own operation, and that it is the board’s duty to do so in a way that, in the business judgment of the directors, best serves the company and its shareholders.

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