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
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
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
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
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
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
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
When your friends and family learn that you have some background in corporate governance, you might get that request to help them out by joining their non-profit board. Since it is your area of expertise, your understandable kneejerk reaction may be just what mine so often is, “of course, I’m happy to help.”
But should
Following up on my blog about directors departing when the going gets tough, let me back up a little and comb through what might go through a director’s mind before deciding to leave a board. The director is close to the edge. The crisis is unrelenting. Both mentally and physically. It’s taking over from their
“I can’t sleep at night. I don’t agree with much of what is being said and done. I want to be responsible, but I am just not comfortable.” Over the years, I’ve heard this story from a lot of my director clients.
I get asked: “What is my moral obligation to stay on the board?”