• Directors Roster
    Issue: 2007 Second Quarter
    DIRECTORS & BOARDS' DIRECTORS ROSTER SPONSORED BY HEIDRICK & STRUGGLES Directors Roster A quarterly record of new director appointments T HE DIRECTORS & BOARDS Directors Roster — a quar- terly record of new director appointments — is compiled from public and private sources by the editor...
  • A brief brush with Enron
    Issue: 2007 Second Quarter
    By James A. Baker III
    ENDNOTE A brief brush with Enron / remember thinkings 'I just don't understand how this company works.' BY JAMES A. BAKER III A LMOST UNNOTICED in all the excitement when the White House changes hands from one party to the other is the operation of an iron law of politics: For each high-spirited new...
  • Game-Day Play of the "Mergermeisters"
    By James Kristie
    Game-Day Play ofthe ''Mergermeisters'' By James Kristie Directors & Boards editor Jim Kristie fields a team of nine M&A all-stars from past issues ofthe magazine. W elcome to Boardroom Briefing's return visit to "Boards and M&A." Our initial swing Price is i m portant, but more important...
  • M&A Outlook 2007
    By Charles K. Openheimer
    M&A Outlook 2007 By Charles K. Oppenheimer The M&A market continues to float on a tide of private equity cash. torn all indications, M&A activity will continue strong through the remainder of 2007. Much of this activity is Charles K. Oppenheimer being fueled with the billions of dollars ...
  • Did Your Last Merger or Acquisition Optimize Returns?
    By Ed Haidenthaller
    Did Your Last Merger or Acquisition Optimize Returns? By Ed Haidenthaller Two thirds of all mergers & acquisitions "fail" in some way. Can we change these results? EdHdidënthaller P rivate equity firms are on a buying binge. Examples include KKR's recent attempt to buy Dow Chemical and Bain Capi...
  • MBO Jumbo: What Directors Need to Know About Going Private
    By William D. Regner
    MBO Jumbo: What Directors Need to Know About Going Private By William D. Regner How are directors meant to fulfill their duties given the numerous conflicts of interests management buyout transactions present? T: |oday, all but the largest publicly traded companies are seen as potential candidates f...
  • When Should a Board Form a Special Committee to Run the Sale of a Controlled Public Company?
    By Mark L. Mandel
    When Should a Board Form a Special Committee to Run the Sale of a Controlled Public Company? By Mark L. Mandel Special considerations arise for the board in the sale of a controlled public company. "i^0ß^ T he life cycle of many public companies has "The majority shareholder has the right to vote it...
  • M&A Lessons for Corporate Boards
    By Brian Hoffmann
    M&A Lessons for Corporate Boards By Brian Hoffmann and Barbara S. Lubliner Delaware casts a jaundiced eye toward buy-outs and other sale transactions B ased on a long line of cases in Delaware beginning with the seminal Revlon decision/ once the board of a Delaware corporation determines to sell...
  • Unauthorized Management Buyout Proposals
    By Kevin Miller
    Unauthorized Management Buyout Proposals By Kevin Miller and Chris Rosselli Directors should consider whether to adopt or amend their existing corporate policies regarding management buyouts. i-hns Kosselii A s a result of recent court decisions and other developments regarding unauthorized buyout p...
  • The Directors & Boards Survey: Mergers & Acquisitions
    The Directors & Boards Survey: Mergers & Acquisitions Methodology This Directors & Boards survey was conducted in April and May 2007 via the web, with an email invitation to participate. The invitation was emailed to the recipients of Directors & Boards' monthly e-Brieñng. A total of...
  • Special Committees--First Do No Harm
    By Douglas Raymond
    Special Committees—First Do No Harm By Douglas Raymond Two recent cases remind us that, in order to satisfy the "Entire Fairness" test, a fair process must be designed in light of the specific issues raising potential conflict. 0 i ver the last several years the special committee process has become ...
  • Keeping Up With International Acquisitions: What Boards Can Do
    By Anne Lim O'Brien
    Keepirig Up With International Acquisitions: What Boards Can Do By Anne Lim O'Brien and Richard Greene The heightened importance of strategic international acquisitions and alliances is already having significant impact on board composition and recruiting. Anne Urn O'Brien Richard Greene C ross-bord...
  • Uncovering Improper Foreign Financial Practices
    By Neal Hochberg
    Uncovering Improper Foreign Financial Practices By Neal Hochberg FCPA reporting rules require adequate board and auditor oversight of local entities and vigilant due diligence during acquisitions. J: Tohnson & ¡Johnson, as part of its code of conduct/ corporate compliance responsibilities, recen...
  • Intellectual Property: What's in a Name?
    By Myron S. Glucksman
    Intellectual Property: What's in a Namel 8y Myron S. Glucksman What role should directors play in intellectual property transactions? IP deals are a proven and effective method of achieving lower cost financing, particularly in periods of market- or company-specific disruption. hat do David S. Gluik...
  • A New Paradigm for Mergers and Acquisitions
    EHS: A New Paradigm for Mergers and Acquisitions By George Pilko With growing public awareness of environmental health and safety issues, savvy boards are taking a new approach to mergers and acquisitions. Public awareness is often an important hidden factor for emerging issues, as the recent case o...
  • Welcome to the annual report.
    By James Kristie
    ^/Boards ^•^ ^k www.di recto rsandboards.com )ames Kristie Editor and Associate Publisher Barbara Spector Hoffer Kaback Kelly McCarthy Contributing Editors Jerri Smith-Baldwin Accounting Bill Cooke BILL COOKE + COMPANY Design & Production Published by MLR Holdings LLC Milton L Rock Chairman Robe...
  • What a year in governance.
    By James Kristie
    THE YEAR IN REVIEW 2OO6 What a year in governance A boardroom spying operation, an options backdating scandal, prosecution of Enron biggies, directors notoriously in absentia at a shareholders' annual meeting, steady volleys of SEC guidance, exec comp uproars — all this and much more marked 2006 as ...
  • SEC report card
    Issue: 2007 Annual Report
    By Ralph C. Ferrara
    GOVERNANCE REGULATION SEC report card How did the Commission measure up in 2006 for its regulatory judgment and rulemaking? Lefs grade its performance. BY RALPH C. FERRARA. RIVA KHOSHABA PARKER, AND JOSEPH J. MIGAS W HEN A YOUNG ForfwHi'magazine reporter broke the Enron story, the SEC — and just abo...
  • Corporate governance litigation: 2006 review.
    By John L. Reed
    LIABILITY AND LITIGATION Corporate governance litigation: 2006 review Directors navigated in a highly charged atmosphere of rulings on 'good faith' standards, rights of controlling shareholders, propriety of defense costs, and the state of deepening insolvency — as well as an incipient storm of back...
  • Delaware as the 'Corporate Capital'
    Issue: 2007 Annual Report
    By John L. Reed
    LIABILITY AND LITIGATION cious activity oversight committee, which had responsibilities supplementing those of the compliance department. More- over, the board's audit committee reviewed these compliance programs on a quarterly basis. Finally, AmSouth's compliance assurance programs predated AmSouth...