The U.S. economy is delivering what may be a once-in-a-generation opportunity for capital holders — and boards that recognize this moment could be positioned to reap significant rewards.

In this episode, Jefferies Chief Market Strategist David Zervos points to accelerating productivity, a growing capital share of GDP, a favorable regulatory environment, and strong demographic tailwinds as converging forces that make this an extraordinary time to invest and deepen both human and physical capital.

Skadden partner Ann Beth Stebbins speaks with David about how directors should frame today's macroeconomic environment.

David argues the U.S. economy has demonstrated extraordinary resilience this year, absorbing a 50% spike in oil prices and the pricing out of multiple expected Fed rate cuts — all while the S&P 500 returned approximately 8% since late February. He links this strength to a productivity surge that began during the COVID reopening and has accelerated through investment in AI, robotics, and supply chain modernization.

Looking ahead, the midterm elections will be the most significant near-term risk for capital markets, with outcomes potentially triggering either a positive tailwind or a violent market reaction.

David also unpacks what a Kevin Warsh-led Federal Reserve could mean: a strategic trade-off between shrinking the Fed's balance sheet and lowering interest rates — a move he argues would better serve Main Street and ease the generational economic tension created by AI-driven labor disruption.

Tune in for a candid market strategist's view on what boards need to understand about the economy right now — and where the real risks lie.

Name: Ann Beth Stebbins

Title: Partner at Skadden

Connect: LinkedIn

Name: David Zervos

Title: Chief Market Strategist, Jefferies

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The Informed Board is a podcast by Skadden, Arps, Slate, Meagher & Flom LLP, and Affiliates. This podcast is provided for educational and informational purposes only and is not intended and should not be construed as legal advice. This podcast is considered advertising under applicable state laws.

Every board needs to confront what artificial intelligence (AI) means for their company’s business model and their ability to create shareholder value. That urgency sets the tone for this episode, where host Skadden partner Ann Beth Stebbins moderates a discussion about how boards are overseeing their companies’ use of AI — and how they can use AI themselves in their oversight role.

For insights, Ann Beth sits down with Sumaiya Balbale, a director at Shake Shack, and Skadden colleague Don Vieira, who heads the firm’s tech policy practice and advises companies on AI governance.

Sumaiya says that directors should ask sophisticated, pointed questions about a company’s use of AI. She says that Shake Shack is employing AI in various aspects of its business, for example, to make better predictions about customer flows, inventories and orders, ultimately, to improve the customer experience. She encourages directors to use AI tools themselves as an effective path to building comfort with, and understanding of, AI.

Don also encourages directors to develop AI literacy, becoming fluent in where and how AI is being used in the company. But companies need to facilitate AI use by directors in ways that don’t compromise confidential information, such as introducing such information into a public chatbot.

Audit committees at some companies are taking the lead on understanding AI risks, he says. And nomination and governance committees are increasingly focused on whether the board itself and management have adequate AI literacy, or whether they need to find people to help assess AI, both as an opportunity and as a risk.

“Because the technology is changing so quickly, the board has to have some broad stroke principles rather than hard and fast rules,” Sumaiya says. “You don’t want to have a framework that’s obsolete two months later when the latest model comes out.”

Companies “need to enable an environment where people feel like AI fluency is important and critical,” and make “sure that people feel empowered to understand this technology, to use it to find creative applications, to identify the risk, but also to grow in their own talent and capabilities,” Sumaiya says.

Don suggests tempering optimism about AI’s capabilities with an appreciation of its risks. As one example: Some companies have been accused of “AI-washing,” claiming that AI is building efficiencies when it is not. “It’s critically important that the board vet that and make sure it’s part of its oversight process,” he observes.

Tune in for a practical, candid discussion about how boards can navigate AI as both a strategic opportunity and a governance responsibility.

Name: Ann Beth Stebbins

Title: Partner at Skadden

Connect: LinkedIn

Name: Sumaiya Balbale

Title: Board member, Shake Shack

Connect: LinkedIn

Name: Don Vieira

Title: Partner, Tech Policy, Skadden

Connect: LinkedIn

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The Informed Board is a podcast by Skadden, Arps, Slate, Meagher & Flom LLP, and Affiliates. This podcast is provided for educational and informational purposes only and is not intended and should not be construed as legal advice. This podcast is considered advertising under applicable state laws.

The federal government has made sizeable investments in several private companies and is steering inbound foreign investment — the most significant U.S. government involvement in the private sector outside of wartime economies. Mick Mulvaney, first-term Trump White House chief of staff and former director of the Office of Management and Budget, joins Skadden M&A partner Ann Beth Stebbins to explain what this means for corporate boards.

Although some companies are actively seeking government capital, Mulvaney point to potential dangers as he views the government as “dramatically less disciplined than the private sector.” He predicts the trend of government as a source of private capital will continue regardless of which party controls the White House, representing a fundamental shift in how both Republicans and Democrats view the government’s role in the economy.

Mulvaney warns companies to think carefully before taking government money. Do businesses truly understand what it means to have Uncle Sam as a co-owner on their board? What happens when administrations change and policies shift, he asks? 

Ann Beth points out that none of the deals to date include redemption features, so companies cannot easily buy back government stakes. Even if there were a redemption feature, Mulvaney adds, it could be difficult to exercise that if the government does not want to be bought out. “How would you feel about it — when you have to have a relationship with the government in your business — how would you like to [be] at that point?” he asks.

Having policies to promote national and economic security makes sense, Mulvaney says, but there are “other things the government can do that do not involve the actual ownership of the means of production.”

Mulvaney supports the Trump administration’s negotiating with countries such as Japan and South Korea to direct investment into the U.S. in exchange for access to the U.S. market. 

He says that we have only seen the first moves on all these fronts. “They’re going to continue to pursue government ownership of private companies and at the same time are also going to continue to try to encourage more direct foreign investment and then look for places for Americans to invest overseas…. [W]hat you’re seeing now, you’re going to get for the last three years and three months of this administration…. because they are absolutely committed.

Name: Ann Beth Stebbins

Title: Partner at Skadden

Connect: LinkedIn

Name: Mick Mulvaney 

Title: Senior Advisor, McLarty Associates

Connect: LinkedIn

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The economic playing field is being reordered. What does that mean for boards? 

“Decisions that are being made today are going to be existential to the long-term viability of the companies that they're overseeing,” suggests Kevin Kajiwara, co-president of Political Risk Advisory at Teneo, who advises Fortune 100 CEOs on geopolitical risks and their strategic implications. 

Kevin joins Michael Leiter, head of Skadden’s National Security Practice, and host Ann Beth Stebbins, a Skadden M&A partner, in a conversation about how boards can effectively exercise oversight in today's geopolitical environment. 

The U.S. had a remarkably consistent role shaping the general economic trajectory of the regulated free market for decades, Kevin says, but that playing field is now being reshaped, and “boards need to ask themselves if the type of economic actors that prevailed during the previous period will continue to be the preeminent actors going forward.” It is not yet clear what shape the new global paradigm will take, he says. 

Mike emphasizes that political risk is no longer just dinner conversation at board retreats. Political decisions around the globe directly impact quarterly results, annual performance and future viability through effects on supply chains, tariffs, technology controls and data access. Business decision in one region now trigger counter-reactions from other jurisdictions. “If boards aren't thinking about it in those terms — the political decisions around the globe that will have direct impact on their quarter, on their year, on their viability in the future — they're not very good boards, and the company may not be around very long,” he says.

Boards can no longer focus only on the fundamentals of a company, because too much depends on external, political factors, he says. And political risk is no longer limited to the consequences of the next election. 

Both guests recommend that boards incorporate international expertise when evaluating their own composition. Boards should also institute regular updates from management on geopolitical risks, and consider conducting scenario planning exercises to test management assumptions. Companies should review and update disclosures, including risk factors, to demonstrate board engagement and support management in navigating an increasingly complex global environment.

Name: Ann Beth Stebbins

Title: Partner at Skadden

Connect: LinkedIn

Name: Mike Leiter

Title: Partner, National Security; CFIUS; Cybersecurity and Data Privacy; Congressional Investigations; Artificial Intelligence, Skadden

Connect: LinkedIn

Name: Kevin Kajiwara

Title: Co-President, Political Risk Advisory, Teneo

Connect: LinkedIn

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The Informed Board is a podcast by Skadden, Arps, Slate, Meagher & Flom LLP, and Affiliates. This podcast is provided for educational and informational purposes only and is not intended and should not be construed as legal advice. This podcast is considered advertising under applicable state laws.

Delaware is home to more than two-thirds of the Fortune 500, and 1.8 million business entities. “The Delaware General Corporation Law is widely considered to be the most thoughtfully developed corporate law in the country,” explains Hon. Lori W. Will, vice chancellor of the Delaware Court of Chancery. In addition, sophisticated judges, responsive executive and legislative branches and extensive supporting infrastructure have solidified Delaware’s reputation as flexible and business-friendly.

Still, a handful of high-profile companies have recently announced plans to reincorporate outside of the state. “I think states like Texas and Nevada are sensing potential market opportunity and are seizing on a moment in time when Delaware is being challenged,” observes Skadden litigation partner Edward Micheletti of the firm’s Delaware office. 

Recent amendments to the Delaware corporate code show how responsive the state’s governor, legislature and bar are to the need to update corporate law regularly to stay abreast of changes in the business world, Ed stresses.

Vice Chancellor Will and Ed join host Skadden M&A partner Ann Beth Stebbins to explore the factors that make Delaware the preferred jurisdiction for incorporation. They discuss the importance of corporate incorporations to the state, and the ecosystem that has evolved over time to support corporations. They compare Delaware’s flexible approach to the more rigid, code-based systems of competing states, and provide insight into how corporations should evaluate a potential reincorporation decision.

Name: Ann Beth Stebbins

Title: Partner at Skadden

Connect: LinkedIn

Name: Hon. Lori W. Will

Title: Vice Chancellor of the Delaware Court of Chancery

Connect: State of Delaware on LinkedIn | Facebook | X | YouTube | Instagram 

Name: Ed Micheletti

Title: Litigation Partner, Skadden

Connect: LinkedIn

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The Informed Board is a podcast by Skadden, Arps, Slate, Meagher & Flom LLP, and Affiliates. This podcast is provided for educational and informational purposes only and is not intended and should not be construed as legal advice. This podcast is considered advertising under applicable state laws.

How do you know if your company is likely to be a target for activists? And what is the best way to respond when approached by an activist? 

Skadden M&A partner Ann Beth Stebbins discusses the activist’s playbook with Ted White of Legion Partners Asset Management, a veteran activist investor, and Elizabeth Gonzalez-Sussman, head of the firm’s Shareholder Engagement and Activism Practice. 

Activists seek to identify companies where value can be increased. Some activists will focus on operational or governance improvements, while others will press for transactions that could release value, Ted and Elizabeth explain. 

Ted and Elizabeth observe that shareholders are not always forthcoming with management, which may make it difficult of a board to understand shareholder concerns. Ted notes that, as an investor, he has observed cultural misalignment in some companies experiencing underperformance, and stresses that it may be important for board members to hear directly from shareholders. 

Elizabeth says that, when meeting with activist investors, management and directors should listen to the issues that are raised. Ted says his firm will be trying to gauge if management and the board are aware of the concerns expressed in a meeting, and are willing to address, or at least consider, those. He also notes that directors should assume that the activist has talked to other shareholders about the company and the potential issues that the activist has identified. 

Companies should be careful about responding defensively to activists, Ted and Elizabeth say. If the company reacts hostilely or dismissively, that may cause other shareholders to perceive that there is a problem. It could also prompt a more aggressive campaign by the activist to replace directors in the future, and cause proxy advisory firms to be more critical of the company. 

If activists succeed in electing new directors, the existing board should attempt to work with them collaboratively, Elizabeth and Ted say, even though the contentious nature of a proxy fight may make cooperation challenging. Ted notes that board dissonance may encourage shareholders to seek to replace more directors at the next annual meeting.

Name: Ann Beth Stebbins

Title: Partner at Skadden

Connect: LinkedIn

Name: Elizabeth Gonzalez-Sussman

Title: Partner; Head of Skadden’s Shareholder Engagement and Activism Practice

Connect: LinkedIn

Name: Ted White  

Title:  Co-founder and a Managing Director of Legion Partners Asset Management

Connect: LinkedIn

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The Informed Board is a podcast by Skadden, Arps, Slate, Meagher & Flom LLP, and Affiliates. This podcast is provided for educational and informational purposes only and is not intended and should not be construed as legal advice. This podcast is considered advertising under applicable state laws.

Investors often believe that companies are too slow to refresh their boards.  Directors and CEOs may also think that their companies do not have the right mix of directors, as strategies change and some directors’ skills become dated. 

Yet annual board turnover remains low and fairly steady, Spencer Stuart partner Laurel McCarthy tells podcast host, Skadden M&A partner Ann Beth Stebbins. Together with Skadden partner, Elizabeth Gonzalez-Sussman, Laurel and Ann Beth discuss the ways boards should approach refreshment, and the risk that they could be targeted by activist investors if they do not replace directors regularly. 

Many board policies do not encourage refreshment. The typical mandatory retirement age for S&P 500 directors, has been increasing, and is now at age 75. “We usually don’t see many stats that surprise us in our annual board index, but this one did,” Laurel says. At the same time, the number of boards with mandatory retirement ages has been dropping. 

Meanwhile, board term limits, when present in a company’s bylaws, are usually generous — 15 or 20 years. Proxy advisory services do not have prescriptive policies on term limits, but they question the independence of directors who have served for more than nine years on a board. 

As Laurel and Elizabeth explain, age and term limits can encourage turnover, but they should not be the sole mechanism. Boards need to continually analyze the skills required by the board in light of a company’s changing strategies, and develop pipelines of potential new directors to fill those needs.

Elizabeth points out that companies that have a number of long-tenured directors may be vulnerable to activist investor campaigns if the company underperforms. Demands that a company appoint new directors to improve performance often figure prominently in activist campaigns.

Some investors may favor adding younger board members, particularly where the customer base is young or if technology is central to the business, Elizabeth says. 

In evaluating potential board members, Laurel and Elizabeth suggest prioritizing candidates who have recent experience, are good cultural fits and ask tough questions that management should be prepared to answer. 

Ultimately, they advise boards to be proactive, as succession planning and maintaining a pipeline of potential directors is critical to a company’s future performance. 

Name: Ann Beth Stebbins

Title: Partner at Skadden

Connect: LinkedIn

Name: Laurel McCarthy

Title: Consultant, Board and CEO Practice, Spencer Stuart

Connect: LinkedIn

Name: Elizabeth Gonzalez-Sussman 

Title: Partner, Shareholder Engagement and Activism, Skadden

Connect: LinkedIn

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The Informed Board is a podcast by Skadden, Arps, Slate, Meagher & Flom LLP, and Affiliates. This podcast is provided for educational and informational purposes only and is not intended and should not be construed as legal advice. This podcast is considered advertising under applicable state laws.

What do investors think makes a board effective? Skadden M&A partner Ann Beth Stebbins kicks off the discussion with that question with her guests, Allie Rutherford and Adrienne Monley of PTJ Camberview, which advises companies on shareholder relations. 

It's a board that evolves with the trends, says Allie. It's a board that discloses its composition in a way that conveys how the skill sets and the experiences of particular directors and directors in combination meet the business and strategy needs of the particular company.

Companies need to show investors that they have right directors and that those people are doing the right things as a team, following practices and engaging together in a way that supports value creation, says Adrienne. It is incumbent upon companies to be specific and help investors understand, perhaps through anecdotes, the human perspective about what's happening in the boardroom — how they run meetings and bring in outside voices, for example. Being generous with those descriptions, both in written disclosures and in engagement with investors, will help promote where investor support and understanding.

In terms of directors' skill sets, not everybody has to have every skill. It's how all of those come together, says Allie. And boards can supplement that by bringing in outside expertise.

Investors also want a board to be doing things that improve the efficacy and the functioning of the board as a team, says Adrienne. As a result, today more board self-assessments include things like independent interviews.

Because few investors have first-hand boardroom experience, it can be helpful to have direct discussions with your top investors about the board's functioning, says Adrienne. 

Name: Ann Beth Stebbins

Title: Partner at Skadden

Connect: LinkedIn

Name: Allie Rutherford   

Title: Partner, PJT Camberview    

Connect: LinkedIn  

Name: Adrienne Monley     

Title: Managing Director, PJT Camberview    

Connect: LinkedIn  

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The Informed Board is a podcast by Skadden, Arps, Slate, Meagher & Flom LLP, and Affiliates. This podcast is provided for educational and informational purposes only and is not intended and should not be construed as legal advice. This podcast is considered advertising under applicable state laws.

In this episode of the Informed Board podcast, our host, Skadden M&A partner Ann Beth Stebbins is joined by guest, Rebecca Corbin from Corbin Advisors, to explore the critical role that board directors play in shareholder engagement. Corbin stresses that a proactive approach toward shareholder engagement can enhance a company’s value. 

In their conversation, Ann Beth and Rebecca discuss how a board can best stay attuned to investor sentiment, the practical actions a company can take to raise the profile of its directors, and the role of the board in spreading the culture and message of the company.

Looking at topics that investors are focused on, the episode explains that corporate culture, if communicated effectively, can give a company a competitive edge with investors. Future-readiness is another key theme, highlighting the necessity for boards to have diversified skill sets that align with the company's strategic objectives.

This episode serves as an insightful guide to the world of proactive shareholder engagement, emphasizing the role directors can play as value-enhancing ambassadors of a company.

Name: Ann Beth Stebbins

Title: Partner at Skadden

Connect: LinkedIn

Name: Rebecca Corbin

Title: Founder & CEO at Corbin Advisors

Connect: LinkedIn

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The Informed Board is a podcast by Skadden, Arps, Slate, Meagher & Flom LLP, and Affiliates. This podcast is provided for educational and informational purposes only and is not intended and should not be construed as legal advice. This podcast is considered advertising under applicable state laws.

“There’s certainly an argument to be made, that the moment you name a new CEO, then you ought to be starting to think about who the next person is,” says Blair Jones. 

In this episode of the Informed Board podcast, our host, Skadden M&A partner Ann Beth Stebbins, is joined by guests, Blair Jones, a managing director at Semler Brossy Consulting Group LLC, and Erica Schohn, partner and head of the Executive Compensation and Benefits Practice at Skadden, to explore best practices in CEO succession planning. They highlight the importance of preparedness, noting that a well-conceived succession program should serve as a contingency plan for unforeseen events, as well as for orderly retirement of a CEO.

The trio emphasize that succession planning should be an annual event, allowing for adjustments as business strategy evolves. They also discuss the necessity of having multiple candidates and keeping them incentivized, including those not selected for the CEO position. A key issue is the current CEO’s role in succession planning. Typically, the CEO will be involved, but ultimately it falls to the board to make the final decision.

The guests also highlight emerging trends in succession planning, including the use of external assessments, the role of executive chairs and the development of next-level candidates. They conclude that, while companies lean toward internal candidates during planned successions, external candidates are more likely to be considered in the case of unexpected transitions or  shifts in business strategy.

Name: Ann Beth Stebbins

Title: Partner at Skadden

Connect: LinkedIn

Name: Erica Schohn

Title: Partner at Skadden

Connect: LinkedIn

Name: Blair Jones

Title: Managing Director at Semler Brossy Consulting Group, LLC

Connect: LinkedIn

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The Informed Board is a podcast by Skadden, Arps, Slate, Meagher & Flom LLP, and Affiliates. This podcast is provided for educational and informational purposes only and is not intended and should not be construed as legal advice. This podcast is considered advertising under applicable state laws.