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Directors & Boards articles

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A quarterly forum for discussion and analysis of topics pertaining to corporate governance. Covers such topics as the role and responsibilities of the board, corporate strategy, CEO succession, human resources, international trends, and executive and dire

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Job one is jobs won.(LETTER FROM THE CHAIRMAN)
January 1, 2009... WHILE NO CEO enjoys wielding the ax, many are getting good at it. Last year 2.5 million Americans lost their jobs, and this year a few million more will. On the precipice of a '30s-like Depression, CEOs in conjunction with their boards of directors are laying off large swaths of their...

A new era of responsibility.(EDITOR'S NOTE)
January 1, 2009... I'M WRITING THIS on the day after the inauguration of Barack Obama as the nation's new President. If the title of this column looks familiar, I'm unabashedly borrowing a main theme of the President's political governance because it applies as purposefully to the world of corporate governance....

Ecclesiastes on deals: from generation to generation: buyer's remorse.(QUIDDITIES)
January 1, 2009... MY COLUMN "The Strange Nature of 'Fiduciary Outs' " (Fall 1999) analyzed some of the marked asymmetries of mergers and acquisitions contract law. True, it is basic that directors cannot contract away their fiduciary duties. But non-enforcement of "no shop" (and the later emergence of "go...

'You start to ponder': when startling thoughts hit the board, winners and losers hang in the balance.(SUTTON'S LAWS)
January 1, 2009... LET'S MOVE HEADQUARTERS out of the United States," I told the other directors. "It's the patriotic thing to do." Those strange comments made more sense after I explained. The business is an optical instrument company in the Los Angeles area. Five years ago we stopped making the stuff...

Invitation to mischief by minority shareholders: a recent court case in Pennsylvania goes too far in assessing a controlling shareholder's duty.(LEGAL BRIEF)
January 1, 2009... ALL DIRECTORS and officers know their two principal fiduciary duties of care and loyalty. While these duties have been crystallized through generations of case law and commentary, the legal landscape is murkier for the controlling shareholder, whose duty to the minority and the corporation is...

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