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
Why You Might Not Want to Join Your Friend’s Non-Profit Board
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
4 Things to Consider When a Director Mulls Leaving the Board
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
Director Departures: Getting Out While the Going is Not Good
“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?”