Prof. Hillary A. Sale wrote the lead article in the current issue of The Business Lawyer, the ABA publication of the Business Law Section. I am sure it is destined to be read and cited often. My copy came in the mail yesterday. The article is entitled: Independent Directors as Securities Monitors, 61 Bus. Law. 1375 (2006). Footnote 4 compares the SEC-approved NYSE definition of independent director with the more nuanced Delaware definition that divides the matter into director interest and director independence. Prof. Sale cites for this distinction the case of In re: The Limited, Inc., S’hlders Litig., 2002 WL 537692 (Del. Ch.)(reviewing individual directors under interest and independence standards). Of course, I cannot do the article justice in this short post. The article discusses the SEC’s focus on independent directors and a stated intent to hold them more accountable.
Anyone who advises independent directors of public companies will want to study this article. I am not aware of the The Business Lawyer publication being available online, but if any reader knows otherwise, please let me know.
UPDATE:Thanks to the comment from Steve noted below (no last name given), who reminds us that the ABA eventually makes articles from The Business Lawyer available online, at least to members, though the current issue is not yet online. There is a link to the ABA’s Business Law section in the right margin of this blog. Thanks, Steve. Also, I am not sure it is the same version of the article, but SSRN has a copy at this link: http://papers.ssrn.com/sol3/papers.cfm?abstract_id=900458.