Talks at GS Board Governance in 2026: AI Oversight, Activism, and Delaware’s Edge
Feb 24, 2026
Larry Cunningham, director of the John L. Weinberg Center and corporate governance scholar. He recounts discovering Weinberg’s 1948 thesis and why those ideas still resonate. He outlines boards’ top functions like CEO selection, capital allocation, and disclosure. He discusses shareholder activism, limits on small-shareholder proposals, and why Delaware remains dominant for corporate law.
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Weinberg Thesis Anticipated Modern Governance
- Larry Cunningham discovered John L. Weinberg's 1948 Princeton thesis that presciently addressed modern governance debates.
- The thesis covers shareholder primacy, independent audit committees, director compensation, board diversity, and the idea of a professional class of directors.
Discerning Questions Matter More Than Checklists
- The most valuable board traits are an owner orientation and the ability to ask discerning, probing questions rather than checklist compliance.
- Cunningham argues empirical links to performance are weak for checklist metrics; director share ownership above median is the one stronger correlate.
Governance Needs Tailored Assessments Not Uniform Rules
- One-size-fits-all governance is flawed; tailoring assessments to company context is rising among proxy advisors and scholars.
- Cunningham notes Glass-Lewis and ISS signaled moves away from strict checklists toward tailored recommendations.
