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Access more than 500-plus authoritative articles published by Directors & Boards For your convenience, the pop-up menu above provides
quick and easy access to 55 essential reference topics. New articles are
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Article reprints are $10 each. Click to add to shopping cartLiability and Litigation  Don?t Run From The 'Just For Feet' Finding -- It?s not another Van Gorkom, but it is a strong reminder of how careful directors need to be. By Doug Raymond of Drinker, Biddle & Reath.
Third Quarter 2007 [1 page(s)] The Next Big Blowup? -- It may be 10b5-1 trading plans. If recent history is any guide, both regulators and plaintiffs? attorneys alike may soon be on the case. By Priya Cherian Huskins of Woodruff-Sawyer & Co.
Annual Report 2007 [3 page(s)] Governance Litigation: The Top Cases -- Directors navigated in a highly charged atmosphere of rulings on ?good faith? standards, rights of controlling shareholders, propriety of defense costs, and an incipient storm of backdated-options suits. By John L. Reed of Edwards Angell Palmer & Dodge LLP.
Annual Report 2007 [11 page(s)] The Director as Deponent: A Survival Guide -- For directors, being deposed can be a particularly unpleasant experience. Here are the keys to a successful and (relatively) stress-free deposition. By Sheron Korpus and James Cain of White & Case LLP.
First Quarter 2006 [3 page(s)] Stanley & Roy: Still Trying to Tame Disney -- The latest act in their long-running governance show bears watching. By Hoffer Kaback, Directors & Boards columnist.
Third Quarter 2005 [1 page(s)] A Director's Guide to Board, Committee, and Personal Counsel -- As boards become more proactive, their use of outside legal advisers as a 'legal second opinion' is on the rise. How to make that call work for all. By Directors & Boards Publishing Director David Shaw.
Second Quarter 2005 [3 page(s)] When Should You Call Separate Counsel? -- Not often, because the board should be able to rely in full confidence on the company's general counsel. By Doug Raymond of Drinker Biddle & Reath LLP.
Second Quarter 2005 [1 page(s)] Has a Dangerous Shoe Just Dropped? -- What the Emerging Communications case may mean for directors with specialized knowledge. By Doug Raymond of Drinker Biddle & Reath LLP.
First Quarter 2005 [1 page(s)] Directors: Protect Your Personal Assets -- The more you have, the more you need to do to protect against creditors. By Holly Isdale of Lehman Brothers Wealth Advisory Services.
First Quarter 2005 [3 page(s)] Process is No Substitute for Personal Engagement -- Yes, there are lots of new rules, but process is no substitute for actual involvement with the management. By Doug Raymond of Drinker Biddle & Reath LLP.
Summer 2004 [1 page(s)] The 'Indispensable Tool' of Shareholder Suits -- Why private securities litigation is as important as ever as a remedy for failed corporate governance. By Sherrie Savett of Berger & Montague.
Winter 2004 [1 page(s)] Good Faith? Good Luck! -- Re the duty to act in good faith: Two recent court decisions look to be embracing a new judicial device for finding liability. By Ralph Ferrara and Jocelyn Bramble of Debevoise & Plimpton.
Winter 2004 [1 page(s)] Protecting 'You, Inc.' -- Introducing the personal general counsel -- an attorney whose primary responsibilities lie in protecting and representing the interests of the individual executive or director. By John D. Dadakis of Morrison & Foerster LLP.
Winter 2004 [3 page(s)] Are We Witnessing the Demise of the Business Judgment Rule? -- Or, are these three court decisions -- involving Walt Disney Co., Abbott Laboratories, and Oracle Corp. -- simply cases of bad facts making bad law? By Ralph C. Ferrara and Ann M. Ashton of Debevoise & Plimpton.
Fall 2003 [1 page(s)] Of Corporate Counsel ... and Conflicts -- Some boards struggle to understand what they can and should expect from in-house counsel and external counsel. Who really is counsel's client? By Betsy Atkins, corporate director.
Summer 2003 [3 page(s)] Where to Turn for Legal Advice? -- Both inside and outside corporate counsel play an important role in advising the board of directors. An analysis of the roles, duties, and relationships. By F. Douglas Raymond III of Drinker Biddle LLP.
Summer 2003 [5 page(s)] The Hotline as a Board Safety Valve -- This information resource can help directors address dangers of fraud. By Tony Malone of The Network Inc. and Marian Exall, former senior employment counsel for Home Depot Inc.
Spring 2003 [3 page(s)] The QLCC: A Chance To Get Things Right -- Boards should assess the safeguard features of having a qualified legal compliance committee. By Ralph Ferrara and Ellen Marcus of Debevoise & Plimpton.
Winter 2003 [1 page(s)] Be Smart in Your Litigation Defense -- How to avoid the common mistakes that don't just make for an inefficient defense when you are in litigation, but also can be a recipe for disaster. By Gordon Coffee of Winston and Strawn.
Fall 2002 [4 page(s)] The Chief Privacy Officer -- Has the time come for your company to make such an appointment? By David Bernstein and Sheri Rabiner-Gordon of Debevoise & Plimpton.
Summer 2001 [1 page(s)] The High Stakes of IP Management -- Board leadership is becoming more involved in the intellectual property area because the consequences of IP mismanagement can be devastating to a business. By Thomas Colson of IP.com Inc.
Spring 2001 [3 page(s)] Your Liability Under Regulation FD -- While not intended to increase your liability exposure, the new regulation will require a rigorous review of your company's disclosure practices. By Susanne Murray, formerly of Willis Group.
Winter 2001 [4 page(s)] Incorporate in Delaware? Yes -- Why choosing the "First State" as a corporate venue offers compelling advantages, including a measurable benefit to the stock price. By John L. Reed and Frank E. Noyes of Duane Morris LLP.
Winter 2001 [4 page(s)] The 'Aircraft Carrier' and Director Liability -- Proposed changes to signature and certification requirements for registration statements may increase a board's exposure. By Ralph Ferrara and Craig Bowman of Debevoise & Plimpton.
Summer 1999 [1 page(s)] You Have Been Named in a Class-Action Lawsuit -- Do you "never give in"? Do you settle? How are you prepared to respond? By Ralph Ferrara and Herbert Thomas of Debevoise & Plimpton.
Spring 1999 [1 page(s)] "Protect Yourself from Business Lawsuits" -- A book review by Michael H. Diamond of Diamond & Ostrow LLP, a Los Angeles law firm. The book by Thomas Schweich details the big mistakes that get companies into trouble and the "shields" that can protect them.
Winter 1999 [2 page(s)] 'We Have a Warrant to Search Your Facility' -- It could happen to anyone. If government agents come knocking at your door, they will come prepared to obtain as much incriminating information as possible and take full advantage of the element of surprise. Here are seven steps every management and board should take in preparing for and responding to a search warrant. By Bruce Yannett of Debevoise & Plimpton.
Winter 1999 [5 page(s)] Waste Not -- A board should be held accountable for wasting corporate assets even if its "due consideration" is cosmetically pristine. The business judgment rule may be too liberal. By Hoffer Kaback, Directors & Boards columnist.
Winter 1999 [1 page(s)] Mandatory Bylaw Amendment Proposals -- A warning to boards. By Meredith Brown of Debevoise & Plimpton.
Winter 1998 [1 page(s)] Do You Sincerely Want to Be Sued? -- As ugly and time-consuming Y2K litigation looms, prudent directors should pause to consider their own exposure. By Hoffer Kaback, Directors & Boards columnist.
Spring 1998 [1 page(s)] In Six Feet of Water -- All these boards ensnared in accounting woes recall to mind a vintage theory. By Directors & Boards Editor James Kristie.
Summer 1998 [1 page(s)] Is There No Decency? -- Famous words from the 1950s that should be uttered again in the late 1990s. By Directors & Boards Editor James Kristie.
Fall 1998 [1 page(s)] When a Grand Jury Subpoena Arrives -- What's a director to do? Here are some pitfalls to avoid and steps to take. By Bruce Yannett of Debevoise & Plimpton.
Summer 1997 [3 page(s)] Courts and Boards: The Top 10 Cases -- A law professor and director selects these 10 court decisions as having had the most significant impact on modern corporate governance. By Charles Elson, director of the John L. Weinberg Center for Corporate Governance.
Fall 1997 [7 page(s)] The O'Hagan Decision: A New Basis for Director Liability -- It behooves a director to understand this ruling to avoid inadvertent violations of the misappropriation theory. By Jeffrey Schulte of Schnader Harrison Segal & Lewis LLP.
Fall 1997 [3 page(s)] The Wonderful World of Disney (Again!) -- Eisner, Ovitz, Chandler ... and lessons from 'a wild ride.' By Directors & Boards columnist Hoffer Kaback.
Fourth Quarter 2005 [1 page(s)] |
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