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.

Doug Raymond is a partner in the law firm Drinker Biddle & Reath LLP (www.drinkerbiddle.com). The author can be contacted at douglas.raymond@dbr.com. 

Matt Aiello is a partner in the Chief Executive Officer & Board of Directors Practice based in the Washington, D.C., office of Heidrick & Struggles (www.heidrick.com). With nearly 15 years of search experience, he has expertise building boards for distressed and Chapter 11 entities, and specializes in the recruitment of senior-level technology, operations and engineering executives. He currently co-leads the firm’s Cyber Security Practice and leads the Americas Information & Technology Officers Practice. Lee Hanson is a vice chairman in the New York City and San Francisco offices of Heidrick & Struggles. She is a senior member of the global Financial Services and CEO & Board Practices. She specializes in the private equity and venture capital, investment banking, asset management, and hedge fund industries. The authors can be contacted at maiello@heidrick.com and lhanson@heidrick.com.