Customer Reviews

The Role of Independent Directors after Sarbanes-Oxley

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Clearly written, with a minimum of repetition, The Role of Independent Directors after Sarbanes-Oxleyby Bruce F. Dravis is an excellent general guide to board duties. Those who seek greater depth can readily attain it through the accompanying CD.

Chapter headings, as follows, provide a broad overview:

-Director Independence

-Fiduciary Duties, Director Liability, and the Evolving Corporate Governance Standards Committees

-The Shareholder's Role in Governance

-The Impact of "Gatekeeper" Regulation on Independent Directors and Corporate Advisors

-Securities Trading Obligations of Independent Directors

SOX effectively federalized elements of corporate governance for publicly traded corporations and its standards have been incorporated into some state laws governing nonprofits. Additionally, private corporations considering an initial public offering or acquisition need structures in place to make a good "fit" if they should choose to go public. Therefore, the topics covered are critical to any type of board. Dravis makes quick review of major director responsibilities short work and the CD expands 165 brief pages to a ready reference guide with thousands of pages.

For example, we read that a waiver of the company's code of ethics, like those given by the Enron board, now gives rise to a reporting obligation. Failure to make accurate and timely disclosure is a violation of the securities laws. The reader might wonder, "What does such disclosure entail?" Easily locate the footnote that refers to Form 8-K, Item 5.05 on the CD and quickly review exactly what the report requires by locating item 5.05 on the hyperlinked form.

With hundreds of footnotes as a guide, the reader can drill down on virtually any legal responsibility. In addition, the CD also includes the text of statutes, regulations, forms, stock exchange rules, speeches, SEC releases, enforcement actions, important case law and other material, including links to important sources on the internet.

In this fast-moving field, some information quickly becomes dated. For example, Dravis notes that by mid-2006 more than 25% of Fortune 500 had implemented some form of majority voting or modified plurality voting policy or standard. As of early 20008, that figure had risen to about 66%.

However, the director responsibilities reviewed have not changed and Dravis presents them concisely. The Role of Independent Directors after Sarbanes-Oxley and accompanying CD could serve any board member as a valuable reference library in one thin volume.