The Landscape of CEO Succession Issues

The Harvard Law School Forum on Corporate Governance and Financial Regulation 2013-07-23

Summary:

Editor's Note: Brian V. Breheny is a partner at Skadden, Arps, Slate, Meagher & Flom LLP. The following post is based on a Skadden memorandum by Mr. Breheny, Regina Olshan, Neil M. Leff, Marc S. Gerber & Michael R. Bergmann.

A board’s decision as to whether, when and how to terminate the employment of a CEO and hire a successor is among the most critical decisions facing the board of any company—large or small, public or private, established or start-up. In most cases, however, a CEO termination is a rare event and one with respect to which—as would be expected—the board, the company’s general counsel and its human resources professionals may have little or no experience. In addition, the situation is further complicated by contractual, regulatory and personal factors.

This post describes the substantive and procedural considerations that boards will want to take into account when there is a change of CEO. In it, we assume that the board has made the business decision relating to CEO succession and is focused on strategy, implementation and minimizing potentially costly and/or embarrassing oversights and errors. Many but not all of the same considerations apply in respect of executive officers other than the CEO, and some additional considerations may apply to such other officers; in any event, their relative significance likely will differ from the case of the CEO.

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Link:

http://blogs.law.harvard.edu/corpgov/2013/07/23/the-landscape-of-ceo-succession-issues/

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Blogs.law Aggregation Hub » The Harvard Law School Forum on Corporate Governance and Financial Regulation

Tags:

practitioner publications boards of directors executive turnover brian breheny skadden management succession regina olshan neil leff marc gerber michael bergmann

Authors:

Brian Breheny, Skadden, Arps, Slate, Meagher & Flom LLP,

Date tagged:

07/23/2013, 15:30

Date published:

07/23/2013, 09:10