Role of Independent Directors in Corporate Governance and Decision-Making
Using Special Committees to Mitigate Risk of Shareholder Claims
Recording of a 90-minute CLE webinar with Q&A
This CLE course will examine the evolving role of independent directors (IDs) in corporate governance and decision-making in public and private companies. The panel will also discuss the use of independent special committees to remove controlling parties from the approval process and mitigate the risk of claims for conflicts of interest and self-dealing.
- Directors generally—duty of loyalty and duty of care
- Controlling shareholders and conflicts of interest in corporate decision-making
- Requirements of ID(s)—Sarbanes Oxley, federal and state case law
- ID defined
- Election and removal of IDs—control issues
- Special committees
- Decisions delegated to IDs and special committees
- Use of independent auditors and independent counsel
- ID standard of care
The panel will review these and other key issues:
- When are IDs a necessary and appropriate addition to boards or public and private companies?
- What aspects of governance and what kinds of decisions should require approval by IDs?
- What are potential conflicts of interest and tensions in appointing or electing IDs?
- How should an ID interact with independent auditors and counsel?
Mark J. Mihanovic
McDermott Will & Emery
Mr. Mihanovic's practice is primarily focused in the areas of corporate finance and mergers and acquisitions... | Read More
Mr. Mihanovic's practice is primarily focused in the areas of corporate finance and mergers and acquisitions involving companies in a broad range of industries. He has substantial experience advising corporate boards of directors and management regarding fiduciary duties (including in connection with potential change in control transactions and consideration of "poison pill" stockholders rights plans) and corporate governance issues. He advises publicly-traded companies and investment banks and other financial advisers with respect to a wide variety of securities law compliance matters.Close
President & Managing Director
Governance Partners Group
Mr. Marcela leads Governance Partners Group, a corporate governance consulting firm that provides managed corporate... | Read More
Mr. Marcela leads Governance Partners Group, a corporate governance consulting firm that provides managed corporate governance services to Boards of Directors and Corporate Secretaries of companies and not-for-profit corporations that have a need to practice good corporate governance but may not have sufficient internal resources to do so in an appropriately robust manner. He previously served as Vice President, Secretary & General Counsel of two Cerberus Capital Management private equity portfolio companies and as Associate General Counsel & Assistant Secretary of Dow Corning Corporation, a substantial global specialty chemical company and currently a wholly-owned subsidiary of DowDuPont, Inc.Close