Download Boardroom Excellence: A Common Sense Perspective on by Paul P. Brountas, Paul S. Sarbanes PDF

By Paul P. Brountas, Paul S. Sarbanes

In Boardroom Excellence, writer Paul Brountas, a company legal professional with greater than 40 years event, discusses the characteristics and parts of powerful forums in today’s post-Enron surroundings. Written in a concise layout, the ebook is full of informative useful recommendation for board participants of non-public, public, and nonprofit organisations. Boardroom Excellence comprises an educated dialogue of primary company governance matters, together with the tasks and obligations of administrators and the correct interplay of the board with the CEO and administration.

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Extra info for Boardroom Excellence: A Common Sense Perspective on Corporate Governance

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The court found that although the board’s decision led to a substantial premium, its action was grossly negligent because the board was not sufficiently informed and therefore the so-called business judgment rule did not afford them protection from liability. Briefly, the court had these findings: ° The directors did not adequately inform themselves as to the CEO’s role in authorizing the “sale” of the corporation and in establishing the purchase price. ° The directors were uninformed as to the intrinsic value of the corporation.

Analyst, noted that post-Enron companies are putting out the “cleanest” data in a decade. ” The result is that directors are better attuned to and more serious about their board responsibilities. The Criticisms The new law nevertheless has also inundated corporate executives and board members with new time-consuming obligations, complex rules and procedures, and recommendations for good practices that, if not properly balanced, could result in leaving insufficient time to focus on the business of the corporation and increasing shareholder value.

In Van Gorkom, the court held that the directors were grossly negligent and therefore were personally liable when they approved a cash-merger proposal that provided the stockholders with a substantial premium over the market price of their stock. The premium ranged from 39 to 62 percent, depending on the methodology employed in calculating the gain. The court found that although the board’s decision led to a substantial premium, its action was grossly negligent because the board was not sufficiently informed and therefore the so-called business judgment rule did not afford them protection from liability.

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