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A New Player in the Boardroom: The Emergence of the Independent Directors' Counsel

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Author Info

  • Geoffrey Hazard

    (University of Pennsylvania)

  • Edward Rock

    (University of Pennsylvania Law School)

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    Abstract

    Over the last thirty years, the independent directors have occasionally been represented by independent counsel. Instances include: special litigation committees reviewing derivative suits; independent committees in parent subsidiary mergers and MBOs; and internal investigations of misconduct. We predict that, with the additional legal requirements imposed on independent directors by the Sarbanes Oxley Act and related changes to SEC rules and Stock Exchange listing requirements, the independent directors, especially those on the Audit Committee, increasingly will be represented on a continuing basis by independent legal counsel. Out of this will emerge a new figure in the board room: the Independent Directors' Counsel. We examine the advantages and disadvantages of adding this new actor in the boardroom, and consider issues posed and implications for corporate law and legal ethics.

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    File URL: http://lsr.nellco.org/cgi/viewcontent.cgi?article=1009&context=upenn/wps
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    Bibliographic Info

    Paper provided by University of Pennsylvania Law School in its series Scholarship at Penn Law with number upenn_wps-1009.

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    Handle: RePEc:bep:upennl:upenn_wps-1009

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    Web page: http://www.law.upenn.edu/

    Related research

    Keywords: Sarbanes Oxley; directors; legal ethics; corporate governance;

    This paper has been announced in the following NEP Reports:

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