The Role of Independent Directors in Corporate Governance

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. It 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. The Role of Independent Directors in Corporate Governance provides lawyers 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.

Bruce F. Dravis has practiced corporate and securities law for 30 years, both as outside corporate counsel and as General Counsel for a publicly traded semiconductor manufacturer that was acquired by Intel Corporation. He is Vice Chair of the Corporate Governance Committee of the ABA Business Law Section and resides in Chicago, IL.