A Board's Duty to Monitor

A Board's Duty to Monitor
Author: Eric J. Pan
Publisher:
Total Pages: 0
Release: 2010
Genre:
ISBN:

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One of most difficult questions in corporate law is what is the board's duty to prevent harm to the corporation? Delaware courts currently excuse boards from responsibility for harmful outcomes not involving wrongful or illegal acts. By doing so, however, Delaware courts have encouraged boards either to be ignorant or unquestioning of aggressive risk-taking by officers. The Delaware conception of the duty to monitor is in notable contrast to calls by regulators, shareholder groups and, most recently, Congress for boards to play a more active and participatory role in the management of risks affecting the corporation. As part of a larger study of the board's duty to monitor, this particular paper examines in detail Delaware case law defining the scope and application of the duty to monitor and considers why Delaware courts have decided that boards should not be held responsible for monitoring business risks, even if the taking of such risks results in catastrophic losses. As will be more fully argued in a separate article (38 Fla. St. U. L. Rev. (forthcoming 2011)), the current Delaware position is inconsistent with the optimal role of the board in the modern corporation. Consequently, Delaware courts should expand the scope and application of the duty to monitor.

Ten Basic Responsibilities of Nonprofit Boards

Ten Basic Responsibilities of Nonprofit Boards
Author: Richard T. Ingram
Publisher: BoardSource, Inc.
Total Pages: 92
Release: 2009
Genre: Business & Economics
ISBN: 1586861069

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Designed to help nonprofit board members and senior staff, "The six books address all of the fundamental elements of service common to most boards, including board member responsibilities, how to structure the board in the most efficient manner, and how to accomplish governance work in the spirit of the mission of the organization."--Pg. 2 of Book 1

Corporate Director's Guidebook

Corporate Director's Guidebook
Author: American Bar Association. Committee on Corporate Laws
Publisher: American Bar Association
Total Pages: 140
Release: 2007
Genre: Business & Economics
ISBN: 9781590318508

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The Corporate Director's Guidebook is recognized as the premier authority on the director's role and the board's functions. It is read, consulted and cited by board members, executives, lawyers and academics nationwide. Now available as a new Fifth Edition, the Guidebook completely updates its fourth edition published in 2004. This new Fifth Edition addresses recent effects the Sarbanes-Oxley Act has had in the corporate governance arena and its impact on the legal responsibilities of directors of public companies.

The Duties and Liabilities of the Board of Directors

The Duties and Liabilities of the Board of Directors
Author: David Larcker
Publisher: Pearson Education
Total Pages: 39
Release: 2011-04-21
Genre: Business & Economics
ISBN: 0132821419

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This Element is an excerpt from Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences (9780132180269) by David Larcker and Brian Tayan. Available in print and digital formats. A primer on what corporate board members should be doing: expert guidance on advisory and monitoring functions, compliance, fiduciary duty, independence, and more. When asked what areas directors should pay most attention to, other than profitability and shareholder value, directors list future growth, risk management, and development of human capital as top priorities. Other areas of focus include cultural development, executive compensation, and compliance. Still, some evidence indicates that directors prefer advisory functions to monitoring functions....

The Board's Duty to Monitor Risk After Citigroup

The Board's Duty to Monitor Risk After Citigroup
Author: Robert T. Miller
Publisher:
Total Pages: 16
Release: 2014
Genre:
ISBN:

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When Citigroup suffered billions of dollars in losses on subprime securities, some of its shareholders sued the bank's directors alleging that the losses resulted from breaches by the directors of their duty to properly monitor the risks that the bank was running by holding and dealing in such securities. After the Delaware Court of Chancery dismissed the complaint on the pleadings, many academic commentators argued that the court should have taken the opportunity to articulate more stringent legal standards governing director oversight. This contribution to a symposium at the University of Pennsylvania Law School argues that any significant expansion of oversight liability would necessarily involve three things: (a) deleting the scienter requirement of oversight claims articulated in Caremark and Stone in order to recognize oversight suits sounding only in the duty of care; (b) amending or judicially re-writing Section 102(b)(7) of the Delaware General Corporation Law to make exculpation provisions adopted thereunder inapplicable to such duty-of-care oversight claims; and (c) significantly abridging the cardinal principle of Delaware business judgment jurisprudence that courts will not review on the merits the substantive content of a board's business judgments. Critics of the court's decision in Citigroup have generally not recognized how extreme are the consequences of their views.

High Performance Boards

High Performance Boards
Author: Didier Cossin
Publisher: John Wiley & Sons
Total Pages: 358
Release: 2020-06-22
Genre: Business & Economics
ISBN: 1119615658

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A comprehensive guide to transforming boards and achieving best-practice governance in any organisation. When practising good governance, the board is the vital driver of organizational success, while fostering positive social impact and economic value creation. At all levels, executives around the world are faced with complexities rising from disruptive business models, new technologies, socio-economic changes, shifting political circumstances, and an array of other sources. High Performance Boards is the comprehensive manual for attaining best-in-class governance, offering pragmatic guidance on improving board quality, accountability, and performance. This authoritative volume identifies the four dimensions, or pillars, which are crucial for establishing and maintaining best-practice boards: the people involved, the information architecture, the structures and processes, and the group dynamics and culture of governance. This methodology can be applied to any board in the world, corporate or non-profit organization, regardless of size, sector, industry, or context. Readers are introduced to a fictitious senior board member – an amalgamation of board members from well-known organisations – and follow her as she successfully handles real-life challenges with effective governance. Drawn from the author's 20 years of practice and confidential work with boards across the world, this book: Demonstrates how high-performance boards innovate and refine their practices Discusses examples of board failures and challenges, including case studies from both for-profit and non-profit organisations including international organizations and state-owned agencies or even ministries Provides a proven framework to create best-in-class governance Includes a companion website featuring tools for board assessment and board practice High Performance Boards has inspired more than 3000 board members around the world. This book is essential reading for professionals and managers interested in governance and board members, senior managers, investors, lawyers, and students of governance.

Model Rules of Professional Conduct

Model Rules of Professional Conduct
Author: American Bar Association. House of Delegates
Publisher: American Bar Association
Total Pages: 216
Release: 2007
Genre: Law
ISBN: 9781590318737

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The Model Rules of Professional Conduct provides an up-to-date resource for information on legal ethics. Federal, state and local courts in all jurisdictions look to the Rules for guidance in solving lawyer malpractice cases, disciplinary actions, disqualification issues, sanctions questions and much more. In this volume, black-letter Rules of Professional Conduct are followed by numbered Comments that explain each Rule's purpose and provide suggestions for its practical application. The Rules will help you identify proper conduct in a variety of given situations, review those instances where discretionary action is possible, and define the nature of the relationship between you and your clients, colleagues and the courts.

Corporate Governance Duties and Responsibilities of Boards in Company Groups

Corporate Governance Duties and Responsibilities of Boards in Company Groups
Author: OECD
Publisher: OECD Publishing
Total Pages: 111
Release: 2020-06-03
Genre:
ISBN: 9264401458

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This publication provides an overview of the duties and responsibilities of boards in company groups across 45 jurisdictions. The introduction outlines the global landscape of company groups, their economic role and the principal challenges they present with respect to corporate governance polices.

Governance as Leadership

Governance as Leadership
Author: Richard P. Chait
Publisher: John Wiley & Sons
Total Pages: 210
Release: 2011-01-11
Genre: Business & Economics
ISBN: 1118045912

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A new framework for helping nonprofit organizations maximize the effectiveness of their boards. Written by noted consultants and researchers attuned to the needs of practitioners, Governance as Leadership redefines nonprofit governance. It provides a powerful framework for a new covenant between trustees and executives: more macrogovernance in exchange for less micromanagement. Informed by theories that have transformed the practice of organizational leadership, this book sheds new light on the traditional fiduciary and strategic work of the board and introduces a critical third dimension of effective trusteeship: generative governance. It serves boards as both a resource of fresh approaches to familiar territory and a lucid guide to important new territory, and provides a road map that leads nonprofit trustees and executives to governance as leadership. Governance as Leadership was developed in collaboration with BoardSource, the premier resource for practical information, tools and best practices, training, and leadership development for board members of nonprofit organizations. Through its highly acclaimed programs and services, BoardSource enables organizations to fulfill their missions by helping build effective nonprofit boards and offering credible support in solving tough problems. For the latest in nonprofit governance, visit www.boardsource.org, or call us at 1-800-883-6262.

The Federal Housing Board's Responsibility for Safety and Soundness and Mission Regulation of the Federal Home Loan Bank System

The Federal Housing Board's Responsibility for Safety and Soundness and Mission Regulation of the Federal Home Loan Bank System
Author: United States. Congress. House. Committee on Banking and Financial Services. Subcommittee on Capital Markets, Securities, and Government Sponsored Enterprises
Publisher:
Total Pages: 346
Release: 1998
Genre: Business & Economics
ISBN:

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