In this episode, William Chandler, former Chancellor of the Delaware Court of Chancery, starts this show by laying out how boards need to prepare and respond to a shareholder activist. Kerstetter then asks Chandler how he advises companies on proxy access pressures and why he suggests boards observe the evolution of the proxy access movement versus taking preemptive action.

Also discussed was the shareholder engagement trend; boards and committee chairs will have to step up their game and hone their skill sets to personally communicate with shareholders more often.

Chandler closes by looking into his crystal ball at what governance and legal issues may lie ahead for board members of public companies.