As activist investors begin to negotiate with companies to resolve proxy situations, we explain an often-overlooked element of BoD functions.
Once we mostly ignored BoD committees. We thought the important decisions happened at the full BoD. Why spend negotiating chips on committee roles when we had many other priorities? Alas, we were quite wrong.
A couple of notable proxy contest settlements remind us of the importance of BoD committees. Earlier we explained a variety of elements of these settlements.