Board Priorities for 2021: A Discussion with Rodge Cohen, Karen Seymour and Jay Clayton

Board Priorities for 2021: A Discussion with Rodge Cohen, Karen Seymour and Jay Clayton

June 28, 2021

Corporate boards are facing unprecedented challenges. Whether making decisions about cybersecurity, diversity and inclusion, ESG policies and disclosures, executive pay or activist investors, directors must be ready to adapt and react quickly and responsibly.

To assist directors in their duties, Rodge Cohen, Karen Seymour and Jay Clayton shared their views in a conversation on some of the most pressing priorities for boards. Their discussion included:

  • Preparing for and responding to cybersecurity threats
  • The pitfalls of making aspirational ESG disclosures that create future litigation risk
  • Shareholder activism around diversity and inclusion, including calls for “racial audits”
  • The importance of a workforce and middle management understanding that diversity drives value
  • The clarion call of successful activist shareholder campaigns this past proxy season
  • Post-Caremark Delaware court rulings and the need to heed red flags around regulatory compliance 



Meet Our Lawyers

Rodge Cohen is the Senior Chair at Sullivan & Cromwell. For more than 40 years, he has been at the vanguard of critical issues and developments affecting financial institutions. The primary focus of Rodge’s practice is acquisition, regulatory, enforcement and securities law matters for U.S. and non U.S. banking and other financial institutions and their trade associations, and corporate governance matters for a wide variety of organizations.



Karen Seymour is a member of the Firm's Management Committee. She has a multidisciplinary practice focusing on corporate governance, crisis management, complex commercial litigation, white-collar criminal defense and internal investigations. Karen recently joined the Firm from Goldman Sachs, where she served as Executive Vice President and General Counsel and was a member of the management Committee. 




Jay Clayton, who recently served as the Chairman of the U.S. Securities and Exchange Commission, is a Senior Policy Advisor and Of Counsel to Sullivan & Cromwell. Jay's practice centers on advising institutions, board of directors and individuals on governance, markets and regulatory matters, particularly where multidisciplinary advice and practical experience are valued.