The Baker Botts Houston Board of Directors Forum, in partnership with the National Association of Corporate Directors, brought together subject matter experts on significant and trending topics at the Post Oak Hotel on April 2, 2026. The key takeaways shared with board members during the panels included:

1. The Texas Business Court offers boards a more specialized forum for complex business disputes. With judges selected for business expertise, a dedicated appellate court, and trial settings reserved exclusively for each case, the court addresses longstanding concerns about delay and inconsistency that have pushed disputes toward arbitration.
2. Recent Texas legislative changes give boards new governance tools, each with tradeoffs worth understanding. Senate Bill 29 codified a business judgment rule across director duties and raised the bar for fiduciary duty claims by requiring plaintiffs to plead specific facts and ultimately prove fraud, intentional misconduct, or knowing violations of law. Additional provisions include jury-trial waivers, forum selection, and ownership thresholds for derivative suits. None are mandatory, and boards should evaluate each with counsel.
3. Activism remains…active, and the field of players is broadening. Established firms continue to run campaigns, but a significant wave of first-time and emerging activists, many launched by veterans of larger funds, has expanded the field. Boards of any size or industry should assume they are a potential target and prepare accordingly.
4. Universal proxy has made board contests more individualized. Shareholders can now select directors one by one, putting more pressure on boards to clarify each director's contribution. Settlements and contested votes can produce similar seat outcomes, with the more consequential question being what structural demands come attached to any settlement.
5. Every board should have a current activism response plan. Directors should know who the company will call, what the first 24 to 72 hours look like, and when the plan was last tested.
6. AI literacy is becoming a baseline board skill. Directors do not need to be technical specialists, but they need enough grounding to understand how AI creates value, where it can fail, and what sound oversight looks like. Domain experience matters, and directors should bring it to these discussions.
7. Boards should revisit committee structures as AI becomes more central to strategy and operations. Audit may remain the default, but some companies may need a structure that gives AI more focused attention while keeping major issues at the full board level. Whatever the structure, legal, compliance, IT, and other relevant functions should be involved early.
8. Supply chain concentration risk extends well beyond any single commodity or sector. Geopolitical disruption to energy flows carries consequences less obvious than headline numbers suggest, including impacts on semiconductor fabrication, fertilizer production, and agricultural supply chains dependent on oil and gas byproducts. Boards should map indirect exposures and build diversification into planning before the next disruption forces the conversation.
9. Energy diversification is an insurance strategy, not just an operational preference. The infrastructure investments that allowed producers to reroute supply around chokepoints were made years before they were needed. Boards in energy and adjacent sectors should treat alternative supply pathways as risk management priorities.
10. Markets may absorb geopolitical risk in real time, but boards should not wait for price signals before acting. By the time those signals are visible, the window for proactive planning may already be narrowing. Supply chain stress testing should be a standing governance practice.