The Role of Independent Directors in Corporate Governance, 2nd Edition

Updated and expanded, this second edition will provide directors—and attorneys advising directors—with information on the policies and underlying issues that shape director fiduciary duties and the other corporate governance requirements. It describes the legal and economic context in which these governance requirements arise, and also outlines the implementation details that can affect specific governance related decisions. It also includes sample summary materials in the form of PowerPoint presentations to use as starting points to prepare training or explanatory sessions before a board or management.

Independent directors have become the focus of corporate governance and their role in the corporate environment has increased significantly. This updated, second edition is a valuable tool for both for the attorney and the non-attorney and addresses not only the laws affecting independent directors and corporations, but also the broader context in which these laws have risen and will be interpreted. This guide provides directors—and attorneys advising directors—with information on the policies and underlying issues that shape director fiduciary duties and the other corporate governance requirements. This updated edition of Role of Independent Directors in Corporate Governance provides you with guidance on:

• What the independent director should know, individually and from the company's perspective, to ensure his or her compliance with the law and to reduce his or her exposure to personal liability
• Shareholder's rights and responsibilities
• Individual securities law compliance actions
• The roles and actions of key committees of the board as well as the nominating process
• Issues regarding conflicts of interest, litigation, investigations, and similar situations in which the independent director becomes a critical corporate decision maker
• And more!

Included is a sample Summary/Model Presentation Materials in Power Point format for you to easily reference and used as a starting point to prepare training or explanatory sessions before a board or management.