A Thriving Partnership in Governance

In August 2000, the Center for Corporate Governance at the University of Delaware launched with a defining question: “Who owns the company?” Moderated by Charles Elson, the Center’s founding director and Edgar S. Woolard Jr. Professor of Corporate Governance, the panel convened five distinguished voices, including John Nash, president emeritus of the National Association of Corporate Directors; Ned Regan, president of Baruch College and former New York State comptroller; William Chandler, Chancellor of the Delaware Court of Chancery; Adam Bryant, senior writer at Newsweek; and a final panelist whose remarks captured the essence of American corporate governance.

During the spirited discussion, Regan argued that shareholders do not truly own the corporation, commenting “They own their stock. It’s not like owning your house … Owning stock gives you certain rights — but you are not an owner of the corporation.” Nash explored the tension directors face between their duty to the corporation and the desires of shareholders, noting “so, board members now are kind of caught in the middle of trying to satisfy the needs of the shareholder and doing what is in the best interest of the corporation.”

Bryant examined corporate character, questioning whether companies should distribute profits solely to shareholders or also consider charitable responsibilities. Chancellor Chandler was clear: Under the law, shareholders are owners of the corporation and directors are stewards of shareholder capital with a duty to return value. In response to an audience query, Chandler noted “…I do think that my capital is invested in the corporation, is being used by those who have been selected to run and manage the corporation, and it’s to be used in a way that will return maximum wealth to the corporation and, ultimately, to the shareholders who are its owners.”

The fifth panelist questioned Regan’s position and underscored the fundamental nature of ownership in the capitalist system. “I am not sure that you want to totally discredit the notion of ownership. When I buy stock, in my own little way, I feel like I am an owner of this company now. I am funding this company by buying its stock.”

When Nash asked him to consider the role of individuals who, rather than investing in a company for the long term, choose to “trade in and out,” the fifth member replied with signature wit, “Well, at the time they bought their stock, my presumption is that they probably thought it was a good investment. The moment they sold their stock, presumably they thought it was not.”

And in closing the panel, the “fifth man” summarized his position. “The notion of ownership is a fundamental one, not only in our corporate governance system, but in our free enterprise system. Why would anyone invest millions of dollars if they did not feel like they were buying a significant asset or becoming an owner of an asset?”

So, who was this final panelist, articulating the principles of ownership with clarity and conviction? Not a judge, regulator or director, but Jim Kristie, editor in chief and associate publisher of Directors & Boards. Since its founding in 1976, directors have relied on Directors & Boards for guidance to improve their corporate governance. Kristie’s participation at this inaugural event was not a one-time contribution, but the beginning of a long-standing partnership between Directors & Boards and what is now known as the John L. Weinberg Center for Corporate Governance.

Following that first panel, Directors & Boards dedicated three pages to the event in its Fall 2000 edition, featuring insights alongside coverage of CEO stock ownership guidelines, dividend policies and interviews with figures like Paul Volcker, chairman of the Federal Reserve, and Edgar Woolard Jr., chair and CEO of DuPont, who played a key role in the formation of the Weinberg Center. Yet this coverage was just the start of a relationship built on the shared values of advancing corporate governance.

The partnership between the Weinberg Center and Directors & Boards was originally anchored in the friendship between Elson and Kristie. Elson, seeking to launch impactful governance symposia, found in Kristie a partner who could bring these discussions to a national audience. The symposia, set in the educational environment of the University of Delaware, provide a rare forum where judges from the Delaware Supreme Court and Court of Chancery can hear balanced perspectives on complex governance issues while also sharing their views with the broader community. Moreover, the symposia allow directors, institutional investors, lawyers and advisors to shape the discourse leading to strengthened governance for companies.

This platform allows the Delaware judiciary, often perceived as pro-management, to be seen in a more nuanced light, particularly among institutional investors. Symposia topics such as proxy reimbursement, audit reform, executive compensation and environmental issues not only attract directors and academics globally but also help demystify Delaware law and corporate governance for a wider audience. 

For Directors & Boards, covering these events is a natural extension of its mission to elevate the role of directors and promote good governance. The symposia consistently tackle critical issues, including director term limits, the CEO/chair split, poison pill shareholder rights plans and evolving standards of director oversight liability. They feature respected voices, such as former PepsiCo CEO Indra Nooyi, who now serves as a member of the Directors & Boards editorial advisory board.

As governance debates evolved, so too has the partnership. In recent years, the Weinberg Center has hosted panels on ESG challenges, including the timely “From Boom to Backlash: Guiding Directors in a Shifting Landscape,” with leaders like Civeo North America director Michael Montelongo, Victoria’s Secret director Anne Sheehan and T. Rowe Price head of corporate governance Donna Anderson, exploring how directors can navigate shifting stakeholder expectations and the importance of reliable, decision-useful ESG data.

Throughout this journey, the Weinberg Center’s directors have each deepened its relationship with Directors & Boards. Charles Elson, the Weinberg Center’s founding director, has become an integral part of the magazine. After his tenure at the Weinberg Center, Elson joined Directors & Boards as its executive editor at large. His Editor’s Note columns and feature articles explore topics ranging from dual-class structures to shareholder activism to the future role of Delaware courts. They are essential reading for directors, the judiciary, institutional investors, academics and advisors seeking practical and principled guidance. Elson’s contributions extend beyond the page. At Directors & Boards’ annual Character of the Corporation summit, a conference inspired in part by the Weinberg Center’s inaugural symposium, his sessions on board composition, ESG and the concept of the superstar CEO remain highlights for directors navigating complex governance challenges. His presence on Directors & Boards’ Executive Session podcast further amplifies these insights to a wider audience.

Justin Klein, the Center’s second director, played a pivotal role in enriching the magazine’s content, contributing thought-provoking articles on ESG metrics, Elon Musk’s battle with the SEC and effective CEO search committee structures.

Larry Cunningham, the Weinberg Center’s current director, has expanded this collaboration further. Cunningham has written extensively for Directors & Boards on director neutrality in an increasingly polarized world, director compensation conflicts and the governance implications of generative AI, including articles such as “The Illusion of Corporate Governance ‘Best Practices,’” “The Rise and Stall of ESG” and, most recently, a thoughtful “What Directors Are Thinking” section on board diversity. Cunningham, who recently spearheaded a terrifically successful 25^th anniversary symposium and gala for the Center, featuring appearances from Paul Atkins, chairman of the SEC, and The Honorable Collins J. Seitz Jr., chief justice of the Delaware Supreme Court, as well as directors Montelongo, Mary Bush and Simon Lorne, has also made standout appearances on the Executive Session podcast and at the Character of the Corporation conference. 

The Weinberg Center’s mission is “to foster interactions that are intended to shape and influence corporate governance debates and developments nationally and internationally.” Since that first symposium in 2000, Directors & Boards has been honored to play a role in advancing that mission, capturing and amplifying the insights generated at the Weinberg Center to governance leaders across the country.

As the Weinberg Center continues its essential work, Directors & Boards looks forward to deepening this partnership, ensuring that directors, investors, judges, academics and advisors can continue to learn from, contribute to and shape the evolving landscape of corporate governance together.