Weinberg Center Holds 4th Annual Panel on ESG in the Boardroom

Weinberg Center Holds 4th Annual Panel on ESG in the Boardroom

By Lerner College | Editor’s note: This article was written by Lawrence Cuningham, WCCG Director and Alex White, WCCG Myron T. Steele Fellow

On Feb. 13, the John L. Weinberg Center for Corporate Governance hosted its fourth annual event, “From Boom to Backlash: Guiding Directors in a Shifting ESG Landscape,” at Clayton Hall on the University of Delaware campus. The event brought together nearly 100 corporate leaders, legal experts and students to discuss the evolving challenges and responsibilities of directors in the ever-changing environmental, social and governance (ESG) landscape.

The panel, organized and moderated by Lawrence Cunningham, director of the Weinberg Center, and John W. White, a member of the center’s advisory board, featured diverse perspectives on the intersection of ESG with corporate governance, investor expectations and political dynamics. Panelists offered practical advice for boards, including strategies for managing the pressures and risks associated with ESG considerations in today’s contentious and polarized climate.

Key Takeaways from the Panel Discussion

The key themes raised by panelists during the discussion underscored that boards must remain grounded in their fiduciary responsibilities while balancing the increasing demands of stakeholders, investors and regulators. Key takeaways included:

  • Strategic Focus: Directors should prioritize long-term business goals and risk management over short-term political or social pressures.
  • Regulatory Vigilance: The ESG landscape is being shaped by shifting political and regulatory winds, and boards must stay informed and proactive.
  • Expert Guidance: Directors should tap into expert resources to help guide decisions on complex ESG matters.
  • Transparency: Companies must treat ESG disclosures with the same rigor as financial reports to ensure accountability and mitigate legal risks.
Weinberg Center for Corporate Governance

Lawrence “Larry” Cunningham, new director of the John L. Weinberg Center congratulates students Anna Goldkamp Lerner ’27, Brook Burkhardt Lerner ’26, and Luke Troutner Lerner ’27 for being the Weinberg Corporate Governance Center Boom Backlash essay winners, March 4th, 2025.

UD Students Offer Insights on the Future of ESG

As part of the event, the center hosted a writing competition for students, inviting them to submit papers summarizing the discussion, highlighting major themes and proposing open questions for future debate. The winners of the competition were UD Lerner undergraduate students  Lucas Troutner, Class of 2027, finance major; Brooke Burkhardt, Class of 2026, finance major; and Anna Goldkamp,Class of 2027, finance and financial planning double major each receiving a $500 cash prize.

Troutner’s Reflection on ESG’s Evolution and the Backlash

Among the competition winners, Troutner’s paper stood out for its examination of ESG’s evolution, particularly the factors contributing to its backlash. His winning paper, “The Pendulum of ESG: From Boom to Backlash,” explored how the movement, once hailed as a framework for aligning business with long-term value creation, has become increasingly polarized.

Troutner highlighted that, initially, ESG was grounded in traditional corporate values like sustainability and governance, which were broadly embraced. However, he noted that the movement gained significant momentum during the COVID-19 pandemic as social and political movements rose to prominence. This led to a dramatic increase in ESG investments and corporate discussions about ESG. But enthusiasm for the movement began to stall as critics argued that some corporations prioritized personal political agendas over shareholder value.

Troutner pointed to the 2023 Disney shareholder lawsuit, in which the company’s public stance against Florida’s Parental Rights in Education law, commonly referred to as the “Don’t Say Gay” bill, became a flashpoint in the broader debate over corporate involvement in social issues. While Disney ultimately won the case, Troutner emphasized how the episode demonstrated the tensions between corporate values, shareholder interests and external political pressures.

As the ESG landscape evolves, Troutner stressed the need for companies to align ESG initiatives with long-term business strategy rather than ideological commitments. “The pendulum may have swung back,” he wrote, but the future of ESG lies in its practical integration into sound business practices that enhance shareholder value and long-term sustainability.

Burkhardt’s Analysis of ESG and Regulatory Shifts

Burkhardt’s essay, “From Boom to Backlash: Navigating ESG in a Shifting Landscape,” examined the growing intersection of political shifts, regulatory changes and corporate governance concerns reshaping ESG policies. She noted that while the U.S. political climate has influenced ESG strategies, it is not just politics at play. Burkhardt highlighted how key legal decisions, such as the Supreme Court’s ruling on affirmative action, have forced companies to reevaluate their diversity, equity and inclusion (DEI) efforts.

Burkhardt also examined how companies are now navigating new regulatory challenges. With the anticipated influence of a Republican-majority Securities and Exchange Commission and the potential for significant changes to climate-related disclosure rules, companies face increasing pressure to manage ESG commitments while maintaining long-term strategic goals. “Companies must navigate these complexities to ensure compliance without compromising their business objectives,” she wrote, pointing to the evolving ESG reporting requirements such as the Corporate Sustainability Reporting Directive that could impact U.S. companies.

The role of corporate boards in managing ESG concerns was another focal point of Burkhardt’s essay. She discussed the delicate balance that boards must strike when considering ESG initiatives, using the Disney case as an example of how public stances on social issues can lead to significant conflict. Burkhardt raised key questions about whether companies should take public positions on social issues or remain neutral, urging directors to carefully assess whether ESG initiatives align with business strategy and shareholder expectations.

A key takeaway from Burkhardt’s analysis was the need for boards to prioritize long-term value creation, risk management and strategic stability. She noted that boards should focus on business fundamentals and avoid reacting to external pressures in a way that could jeopardize shareholder value. “Boards must remain focused on their fundamental responsibilities,” she wrote, advising directors to leverage internal audit teams and external advisors to ensure their ESG strategies are robust and aligned with company goals.

Goldkamp’s Insights on ESG and Corporate Governance

In her winning essay, “Navigating the ESG Landscape: A Student’s Reflection on the Weinberg Center Conference,” Goldkamp expressed gratitude for the opportunity to attend the event and learn from experts in the field. As a student new to corporate governance, Goldkamp noted how valuable it was to hear different perspectives from the speakers, particularly about whether companies should take a stand on sensitive ESG issues.

Goldkamp appreciated the overview of ESG, particularly how it originated in the United Nations and was growing in the U.S. until 2022 when interest in the movement declined. The event was particularly timely given the political climate and the changes in DEI regulations under the Trump administration.

Goldkamp found it eye-opening that certain companies have been accused of greenwashing—falsely presenting themselves as proponents of ESG principles while failing to meet their promises. She was also intrigued by the discussion on how companies, even if no longer legally required to report DEI data, must still consider the implications of ceasing such disclosures. Abruptly stopping DEI reporting, she noted, can result in a loss of shareholder trust and a drop in stock prices, as investors may perceive this as the company hiding something.

The Future of ESG: A Balance of Business and Values

As corporate boards continue to navigate the challenges of ESG in an increasingly polarized environment, all three student authors emphasized the importance of careful consideration, strategic alignment and transparency. While ESG is unlikely to disappear, its future depends on how effectively companies can integrate it into their business strategies without allowing it to become a political battleground. For now, companies must continue to balance shareholder interests with societal expectations while adapting to an ever-changing landscape.

Does Revised Statute Abrogate Ruling Musk Pay Case?

Does Revised Statute Abrogate Ruling Musk Pay Case?

Delaware Corporate Law and Elon Musk’s Pay Package: Experts Debate Proposed Legislation at Weinberg Center Panel

The Weinberg Center was pleased to host a neutral forum to explore some of the most pressing debates in corporate law, focusing on Delaware’s role as a leader in corporate chartering and the ongoing discussions about proposed legislation that could alter judicial opinions.  A key issue that emerged from the panel discussion, co-hosted with Mayer Brown on February 24, 2025, was whether the recently proposed legislation might overturn the decision in the high-profile case that nullified Elon Musk’s multi-billion dollar pay package. During the panel, Professor Edward Rock offered an explanation as to why he believed the legislation wouldn’t reverse the ruling. In response, other professors engaged in a robust debate, dissecting and challenging his reasoning. The entire conversation unfolded on the LinkedIn page of Center Director, Lawrence Cunningham.
Study, Mandatory Clawbacks May Add Firm Value

Study, Mandatory Clawbacks May Add Firm Value

More Exciting Scholarship from Professor Mahmud

The Weinberg Center is pleased to congratulate our distinguished Lerner College colleague, Hamed Mahmudi, on his latest paper, soon to be published in the Journal of Law and Economics, a leading publication from the University of Chicago. Hamed, a prolific and influential scholar, has made significant contributions to the study of corporate governance practices and debates.

In his latest, Hamed, along with co-authors Tor-Erik Bakke (University of Illinois) and Aazam Virani (University of Arizona), delves into the far-reaching implications of the SEC’s 2022 mandate requiring companies to adopt clawback provisions for executive compensation. This research rigorously examines how such provisions—designed to enable firms to recover performance-based compensation when financial misstatements occur—impact firm value and whether regulatory mandates of this nature benefit shareholders.

The study contributes to the ongoing debate over whether governance measures should be left to firms to decide (the “private ordering” view) or enforced through regulation (the “agency problem” view). This discussion is central to some of the most prominent voices in the field, including  scholars such as Lucian Bebchuk and Jesse Fried (Harvard), Sanjai Baghat (Colorado), Paul Gompers (Harvard), and David Larcker (Stanford).

Focusing on the SEC’s 2015 announcement of proposed rules under the Dodd-Frank Act—just prior to the 2022 mandate—this paper investigates how market participants responded to the uncertainty surrounding these provisions.

Key findings include:

  • Firms without a clawback provision in place before the SEC’s announcement saw a positive boost in firm value, with an average increase of $38.6 million, suggesting that mandatory clawbacks can enhance shareholder value.
  • The evidence indicates that firms most likely to benefit from mandatory clawbacks include those with powerful management and weak boards, higher CEO compensation tied to bonuses, and lower audit quality. On the other hand, high-growth firms with volatile cash flows or substantial R&D investments may be less likely to benefit, as such measures could reduce risk-taking or innovation.
  • Overall, these findings support the notion that governance regulations can increase firm value in certain cases. The study suggests that mandatory clawbacks could lead to better financial reporting and improve corporate governance.

For those interested in the broader debate around corporate governance and regulation, Professor Mahmudi’s study emphasizes the importance of not only considering voluntary governance reforms but also the role that regulatory measures can play in improving corporate practices for the benefit of investors and the broader economy.

Congratulations Hamed!

Read his other scholarly papers here.

Weinberg Center Collaborates with The Conference Board

Weinberg Center Collaborates with The Conference Board

For the fifth year in a row, the Weinberg Center collaborated with The Conference Board on its annual (2024) review of board composition, along with KPMG, Russell Reynolds Associates and ESGAUGE. This year’s report documents record levels of demographic (racial, gender) diversity on boards, which has plateaued, as well as the emergence of substantive diversity (business backgrounds). The Center contributes both editorial assistance and financial support through its IRRCi.


 

Study: Corporate Boards Are More Diverse Than Ever, But Growth in Racial Diversity Among New Directors Is Slowing

2024-12-03 | The Conference Board

Corporate America’s boards are more diverse than ever. But racial diversity has recently undergone a marked slowdown. From 2022 to 2024, the share of new Russell 3000 directors who are non-White dropped from 48% to 31%. Moreover, the share of new directors who are Black fell from 26% to 12%.When it comes to gender diversity, there’s a complex picture: While women hold a record level of overall board seats (29%), they hold just 8% of board chair positions.

These findings and others come from a new report by The Conference Board, ESGAUGE, KPMG, Russell Reynolds Associates, and The John L. Weinberg Center for Corporate Governance at the University of Delaware. In addition to providing the latest data and insights on racial and gender diversity, the study also analyzes board skills, qualifications, and evaluations.

Read Full Article Here

Director to Speak, Zicklin Center for Corporate Integrity

Director to Speak, Zicklin Center for Corporate Integrity

Speaking Out on Hot Button Topics: How Boards Can Steer CEOs and Companies in Choppy Waters

October 31 at 12:00 pm – 2:30 pm EDT

Director Speaking at the Zicklin Center for Corporate Integrity
The Weinberg Center’s Director, Larry Cunningham, will be speaking at Baruch College’s Zicklin Center for Corporate Integrity in New York City on October 31, 2024 at 12:00 pm.

The topic will be “How Boards Can Steer CEOs and Companies in Choppy Waters.”

For more information and to register for the program, visit this webpage.

Cunningham New Weinberg Center Director

Cunningham New Weinberg Center Director

Lawrence “Larry” Cunningham named director of UD’s Weinberg Center for Corporate Governance

The University of Delaware is pleased to announce the appointment of alumnus Lawrence “Larry” Cunningham as the new director of its John L. Weinberg Center for Corporate Governance. Cunningham will officially assume the role on September 23, 2024.

Founded in 2000 within the Alfred Lerner College of Business and Economics, the Weinberg Center is the only corporate governance center in Delaware and one of the longest-standing academic centers dedicated to corporate governance.

Cunningham, a distinguished UD alumnus with a bachelor of arts in economics, is a leading authority on corporate governance, corporate culture and corporate law. Cunningham served for a decade as a member of the Lerner College Dean’s NYC Advisory Council, and has participated in many UD and Weinberg Center events over the years, including delivering the 2024 Weinberg Distinguished Lecture.

“We are thrilled to welcome Larry Cunningham back to UD as the new director of the Weinberg Center,” said Oliver Yao, Dean of the Lerner College. “Larry’s extensive expertise as an author, researcher, board member, lawyer, and speaker will be invaluable in advancing the Center’s mission. His remarkable achievements in corporate governance make him an ideal leader for this esteemed institution.”

A Delaware native, Cunningham  is a leading expert on corporate governance who has held diverse roles as a university professor, program director and dean, author and commentator, public company board member, and corporate lawyer.

Currently a professor emeritus at George Washington University, Cunningham also holds directorships at Markel Group (New York Stock Exchange), Constellation Software (Toronto Stock Exchange), and Kelly Partners Group Holdings (Australian Stock Exchange). For the past two years, he served as special counsel at Mayer Brown, advising clients on corporate governance and providing thought leadership in the field.

“I am honored to give back to my alma mater through my role at the Weinberg Center,” Cunningham said. “The University and the Center are central institutions in sustaining Delaware’s national leadership in the field of corporate governance, particularly as the field has become increasingly complex in recent years. I look forward to adding value in those roles.”

Widely cited in the press, Cunningham has twice testified before Congress on corporate governance matters. Cunningham’s influential works include the international bestseller The Essays of Warren Buffett: Lessons for Corporate America and the award-winning books Contracts in the Real World and Berkshire Beyond Buffett. He received the Lifetime Achievement Award in Corporate Governance from the National Association of Corporate Directors (NACD) in 2018 and has been honored by NACD as among the “most influential people in corporate governance and in the boardroom.”

Cunningham is succeeding Justin Klein, who is completing a three-year term of successful leadership of the Weinberg Center. “We extend our deepest gratitude to Justin Klein for his exemplary service as director,” Dean Yao said. “Under Justin’s leadership, the Weinberg Center has significantly advanced the field of corporate governance.”

The search committee, chaired by Donald J. Puglisi Professor of Finance Laura Field, included Weinberg Advisory Board Chair Andre Bouchard and Members Carol Ward, Mary Francis, and Tammy Mercer, as well as Lerner Professors Fei Xie, Carolyn Levine and John D’Arcy.  The Committee conducted a thorough national search and will continue to provide mentorship as Cunningham transitions into his new role.

 


Link to article on UDaily  |  Link to Mr. Cunninhgam’s Bio