A New Player in the Boardroom: The Emergence of the Independent Directors' Counsel

Over the last thirty years, the independent directors have occasionally been represented by independent counsel. Instances include: special litigation committees reviewing derivative suits; independent committees in parent subsidiary mergers and management buyouts (MBOs); and internal investigations...

Full description

Saved in:
Bibliographic Details
Published in:The Business Lawyer 2004-08, Vol.59 (4), p.1389-1412
Main Authors: Hazard, Geoffrey C., Rock, Edward B.
Format: Article
Language:English
Subjects:
Attorneys
Audit committees
Boards of directors
Business structures
Chief executive officers
Commercial law
Committees
Corporate counsel
Corporate directors
Corporate governance
Corporations
Executive compensation
General counsel
Jurisprudence
Laws, regulations and rules
Legal counsel
Legal services
Litigation
Management
Management buyouts
Outside directors
Public Company Accounting Reform & Investor Protection Act 2002-US
Regulatory reform
Scandals
Shareholders
Special counsels
Special prosecutors
Specialized committees
State court decisions
Stock exchanges
Stockholders
Online Access:Get full text
Tags: Add Tag
No Tags, Be the first to tag this record!
Description
Summary:Over the last thirty years, the independent directors have occasionally been represented by independent counsel. Instances include: special litigation committees reviewing derivative suits; independent committees in parent subsidiary mergers and management buyouts (MBOs); and internal investigations of misconduct. The authors predict that, with the additional legal requirements imposed on independent directors by the Sarbanes-Oxley Act and related changes to SEC rules and Stock Exchange listing requirements, the independent directors, especially those on the Audit Committee, increasingly will be represented on a continuing basis by independent legal counsel. Out of this will emerge a new figure in the boardroom: the Independent Directors' Counsel. The authors examine the advantages and disadvantages of adding this new actor in the boardroom, and consider issues posed and implications for corporate law and legal ethics.
ISSN:0007-6899
2164-1838