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Key Issues for Directors in 2014

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Key Issues for Directors in 2014 — The Harvard Law School Forum on Corporate Gover... Page 1 of 2

Key Issues for Directors in 2014
Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Monday December 16, 2013 at 9:20 am
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 memorandum by Mr. Lipton.
For a number of years, as the new year approaches I have prepared for boards of directors a one-page list of the key issues that are newly emerging or will be especially important in the coming year. Each year, the legal rules and aspirational best practices for corporate governance, as well as the demands of activist shareholders seeking to influence boards of directors, have increased. So too have the demands of the public with respect to health, safety, environmental and other socio-political issues. In reviewing my 2013 issues memo, I concluded that the 2013 issues continued as the key issues for 2014 with a few changes in detail or emphasis. My key issues for 2014 are:
• 1. Maintaining a close relationship with the CEO and working with management to encourage entrepreneurship, appropriate risk taking, and investment to promote the long-term success of the company, despite the constant pressures for short-term performance, and to navigate the dramatic changes in domestic and world-wide economic, social and political conditions.
• 2. Working with management and advisors to review the company’s business and strategy, with a view toward minimizing vulnerability to attacks by activist hedge funds.
• 3. Resisting the escalating demands of corporate governance activists designed to increase shareholder power. • 4. Organizing the business, and maintaining the collegiality, of the

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