Loeb & Loeb’s Corporate Governance practice group has recently published its annual guide providing nonmanagement directors with information they need to understand their evolving role in corporate governance and to carry out their duties. In response to well-publicized business failures and accounting improprieties, many new laws have been enacted and rules adopted that put nonmanagement directors in the forefront of protecting investors’ interests. Corporate directors, and nonmanagement directors in particular, must maintain a degree of unaccustomed vigilance regarding corporate affairs and governance. The new laws have not changed the board’s standard of diligence, but they certainly have attracted attention to it. This guide provides answers to frequently asked questions, in addition to assisting nonmanagement directors in fulfilling their fiduciary duties addressing: board organization, authority, and responsibilities and functions of committees; fiduciary obligations and related liability; and indemnification and insurance.
About Our Corporate Governance Practice Group: Loeb & Loeb advises companies, boards of directors, individual directors, board committees and shareholders on corporate governance matters. In the wake of the high-profile corporate scandals and the legislative and regulatory response, including the Sarbanes-Oxley Act, we are called upon to serve as outside counsel to independent directors and to audit committees, and as special investigative counsel in sensitive situations.