Peter Lagomarsino (left) and James Rowe are partners with The Mintz Group, a company that provides research and investigative services to boards, corporate counsel and their advisors (www.mintzgroup.com). Lagomarsino manages the firm’s San Francisco and Los Angeles offices. Rowe is executive vice president of the firm and manages the Washington, D.C., office. The authors can be contacted at plago@mintzgroup.com and jrowe@mintzgroup.com.

Robert B. Lamm is Of Counsel to Gunster, Yoakley & Stewart, P.A., a Florida law firm for business, where he co-chairs the Securities and Corporate Governance practice (www.gunster.com). He also serves as advisory director to Argyle, which advises clients on the effective communication of corporate governance, and as a senior advisor to Deloitte’s governance practice. He previously served in the corporate secretarial functions of a number of corporations, including Pfizer Inc. and W. R. Grace & Co. The author can be contacted at rlamm@gunster.com.

B. Joseph White  is a board member of an S&P 500 company, Equity Residential, a director of one of America’s largest private companies, Gordon Food Service, an experienced nonprofit board member and chairman, and a distinguished academic leader with the University of Illinois, where he is the James F. Towey Professor of Business and Leadership and president emeritus, and the University of Michigan, where he holds the position of dean and professor emeritus at the Ross School of Business. He is the author of Boards That Excel: Candid Insights and Practical Advice for Directors, copyright ©2014 by the author, published in August 2014 by Berrett-Koehler Publishers Inc. (www.bkconnection.com). This excerpt is printed with permission of the publisher. All rights reserved. The author can be contacted at bjwhite@illinois.edu.

Charles M. Elson (at left) is the Edgar S. Woolard Jr. Chair in Corporate Governance and director of the John L. Weinberg Center for Corporate Governance, University of Delaware (http://www.lerner.udel.edu/centers/weinberg). Craig K. Ferrere served as the Edgar S. Woolard Jr. Fellow in Corporate Governance at the Weinberg Center from 2010-2014. The authors can be contacted at elson@udel.edu and cferrere@jd17.law.harvard.edu.

Mike Kipp was an organizer and director of American Home Bank, chairman of Atlas Bank, and a board member of several other enterprises. He can be contacted at mike@kippassoc.com.

Dennis Klein is a partner with the law firm Hughes Hubbard whose practice focuses on complex commercial litigation, including officer and director liability lawsuits and bank insolvency problems. Derick Sohn and Tyler Grove are associates with the firm in its litigation department. The authors wish to thank Eleanor Erney and Iain Barr for their help in researching this article. The authors can be contacted at klein@hugheshubbard.com, sohn@hugheshubbard.com, and grove@hugheshubbard.com.

Charles J. Thayer  is chairman and managing partner of Chartwell Capital Ltd., a private investment firm that provides specialized advisory services on a wide range of financial and governance issues to the boards of directors and executive management of banks, corporations and institutional investors (www.chartwellcapital.com). He organized Chartwell Capital in 1990 following a 20-year career in the banking industry. He is a bank director and currently serves as chairman emeritus of the American Association of Bank Directors. He is the author of It Is What It Is (2010), a book describing how the board, management team and employees of AmericanWest Bank successfully navigated their way through the financial crisis of 2008. He can be contacted at cjt@chartwellcapital.com.

Dr. Reena Aggarwal is the Robert E. McDonough Professor of Business Administration and Professor of Finance at Georgetown University’s McDonough School of Business. The author also is the director of the Georgetown Center for Financial Markets and Policy. She can be contacted at aggarwal@georgetown.edu.

Howard Scheck, a KPMG partner, leads the SEC regulatory enforcement and compliance efforts of KPMG’s Forensic Advisory Practice. The author is a former Chief Accountant in the SEC’s Division of Enforcement. He can be contacted at auditcommittee@kpmg.com.