Our recent blog about the DOJ’s new guidance on personal devices and third-party messaging had me thinking about how I’ve personally been handling this new world of directors and personal devices. Here’s why: This concept is not so new, but rather is an extension of the job directors have had for almost 50 years to
What Makes a Good Director? “Noses In, Fingers Out”
Here’s a tip from the sixth edition of our popular publication The Public Company Handbook, which is an easy-to-read guide that provides practical insights regarding legal and other board management issues facing public—or soon-to-be-public—companies.
This tip involves considering the question of “what makes a good director?” Set expectations for your Board members from the
Serving on a Nonprofit Board: Putting Yourself in Their Shoes
When you work in our firm, you are encouraged not only to contribute by engaging in pro bono activities – but you are also encouraged to offer your experience and wisdom to non-profit boards. It’s not only a great way to serve the community, but it’s also a valuable way to better understand what it’s like to serve on a public or private company board.
Continue Reading Serving on a Nonprofit Board: Putting Yourself in Their Shoes
Should Non-CEOs Serve as Directors? Six Best Practices to Consider
An increasing number of public boards are inviting non-CEO officers and executives to serve as public company directors. Is this a good idea to look beyond a proven CEO for a director? And, is it a good idea for the invited executive’s employer to allow that person to serve?
My experience has been – Yes! – to both, so
Handling Divergent Interests of Directors By the Book
This blog follows up on a blog about handing a director’s right to corporate information if the interests of that director diverge from that of the company. The general rule is the directors do indeed have a right to access company information. In fact, that right to information is so broad that it’s described as
How to Handle a Director’s Right to Corporate Information If Interests Diverge
On occasion, I’ll get asked, “Does a director of a Delaware corporation have an ‘unfettered right’ to access corporate information?” This question typically arises in a variety of uncomfortable circumstances, such as the director in question being investigated – or perhaps a possible conflict of interest involving that director.
It can also happen in highly
Board Diversity: A Comparison Between the NYSE & Nasdaq Now
Following up on a pair of blogs from Evelyn about Nasdaq’s new diversity disclosure rules, in contrast to those new rules, the NYSE has taken an approach that advocates diversity without either suggesting new disclosure requirements or recommending diversity goals.
In 2019, the NYSE named an “NYSE Board Advisory Council” consisting of originally 19—later more
I’m a Director and We Need to Fix This. But What If Other Directors Stonewall?
Following up on my blog about a director finding out about impropriety at the company, perhaps the most painful scenario for a director who wants to do the right thing is one in which they find themselves very lonely. On an island. No one else on the board shares their views. Or at least, they’re
There’s Illegality? There’s Impropriety? “What Now” for a Director
Following up on my blog about the “leaving the board” roadmap, if you counsel directors as I have for many years, you’re familiar with that frantic call from a newbie director when they first learn about some illegal – or improper – activity at their company. They’re freaked. Justifiably so. After all, we all
The “Leaving the Board” Roadmap: What Are My Fiduciary Duties?
Director behavior is at the essence of a director’s fiduciary duties. This is what Delaware courts love to write about in their opinions. That’s easy for all the lawyers in the room to understand. But the notion of “fiduciary duties” is not a topic typically foremost on a director’s mind. At least not until something