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The Baker Botts Dallas Board of Directors Forum brought together subject matter experts on significant and trending topics in the Debate Chamber at Old Parkland on February 10th, 2026. The key takeaways shared with board members during the panels included:
- Shareholder activism has reached new levels with a significant rise in first-time players. In 2025, the U.S. saw a record number of campaigns, including a significant number of first-time activists, leading to substantial commercial and structural impacts on companies and their boards and management. Boards should assume they could face a campaign and build readiness accordingly.
- Universal proxy has transformed board elections into individualized, person-to-person matchups. Rather than picking an entire slate of candidates, shareholders now vote for individual directors, placing increased importance on the director bios included with proxy materials. Directors should refresh their bios to make sure they are not just rote lists of prior positions but instead highlight the director's impact on value creation and other shareholder outcomes.
- The best defense to activists is pre-campaign hygiene, like off-season shareholder engagement or perception studies so directors hear and can address or prepare for investor concerns. A simple protective measure is keeping a vetted bench of director candidates ready, so the company can counter an activist's proposed slate with stronger alternatives quickly.
- Directors should actively engage with AI in practical ways, but avoid risky shortcuts that compromise confidentiality (e.g., uploading sensitive board materials to public tools). A good operating rule is "do the work first, then use secure, approved AI to test and sharpen your thinking," so judgment remains with the director rather than the tool.
- Interdisciplinary teams are becoming the standard for managing complex AI implementation and risk. Boards are increasingly tasking interdisciplinary groups of legal, IT, and finance specialists to develop digestible, company-wide governance plans that management can execute.
- In forming AI strategy, there are many instances where deferring to technical AI 'experts' can rob the organization of valuable insight and judgment. All directors have a role, regardless of background, in helping to navigate the issues that AI presents. Each director should ask what he or she brings to the table and how to contribute to the present issue.
- The Texas Business Court is emerging as a fast, specialized venue for complex disputes, and has seen an average time-to-trial of roughly a year so far. Its value for companies and boards is speed, experienced judges, and predictable guidance through written opinions.
- Texas has a competitive edge in the data center landscape due to land availability and will stay competitive by prioritizing innovation, especially behind-the-meter power strategies that bypass grid bottlenecks while handling the high cooling demands of rising GPU densities. The ecosystem is expanding beyond tech, touching manufacturing, defense, power markets, construction, and next‑generation infrastructure.
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