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Director FAQ: Avoiding Conflicts of Interest

In brief:Directors of all company types (public, private, and nonprofit) are bound by the fiduciary duty of loyalty to act in the best interests of the corporation and its shareholders. This means avoiding all business matters involving a party with which they are affiliated, whether the relationshi...

Samples and Templates, Research | October 7, 2016

Director FAQ: Subsidiary Governance

In brief:Every incorporated entity must have a board of directors. However, when the entity is a subsidiary of a parent company with a board, the subsidiary may either have its own board or be governed by the parent board. This installment of NACD’sDirector FAQseries explores three common scen...

Samples and Templates, Research | November 21, 2016

Director FAQ: Fiduciary Duties

In brief: Corporate directors are fiduciaries with duties of care and loyalty to the corporation. Directors who fulfill these duties are less likely to be sued successfully for decisions that have poor outcomes,thanks to a legal doctrine known as the business judgment rule. Standards for fulfilling ...

Samples and Templates, Research | May 5, 2017

Director Liability

Resource Center: Director LiabilityThis resource center contains guidance and tools for directors to gain a realistic outlook on their own liability exposure and risks so that they are driven by proper standards to be effective directors.

Research | August 4, 2016

Director Essentials: Preparing for Proxy Season

In brief: As annual meetings approach, directors need to be on their proxy season game. This installment of the Director Essentials series analyzes emerging issues within the framework of key fundamentals. Useful for first-time public company directors and those tasked with their onboarding, this do...

Research | December 28, 2016

Director Essentials: Strengthening Compliance and Ethics Oversight

In brief: In light of renewed regulatory focus, directors should consider strengthening their oversight of corporate compliance and ethics programs. New U.S. Department of Justice emphasis on the effectiveness of compliance and ethics programs in preventing, detecting, and mitigating the risk of ind...

Research | March 12, 2018

Report of the NACD Blue Ribbon Commission on Director Liability

Empowered directors help develop strategies that guide their corporations to compete in the global marketplace through appropriate business risk-taking. But, directors will not take such value-enhancing risks if they are paralyzed by undue fears of personal liability. This report clarifies the reali...

Research | December 1, 2013

Director Dialogue: Navigating M&A Deals in an Uncertain Environment

In brief: Over the years, researchers have found that the vast majority of merger and acquisition (M&A) deals—from 70% to almost 90%, depending on the study—fail to achieve their objectives in one way or another. Yet these figures have not put a damper on deal activity, and M&A h...

Research | February 1, 2017

Securing the Director and Officers Liability Insurance Lifelines: What Every Director Needs to KnowBefore Entering Troubled Waters

In brief: Written by Ronit Berkovich and Paul Ferrillo of Weil, Gotshal & Manges for the Report of the NACD Blue Ribbon Commission on Director Liability, this document outlines key points every director should know about their D&O coverage.This resource can help your board:Determine if direc...

Samples and Templates, Research | December 1, 2013

The Legacy of the Disney Decision: Significant Recent Delaware Cases Relating to Director Liability

In brief: Delaware judges have tackled a variety of issues impacting director liability in the last decade. This document, which originally appeared in the Report of the NACD Blue Ribbon Commission on Director Liability: Myths, Realities, and Prevention, summarizes landmark decisions in the areas of...

Samples and Templates, Research | December 1, 2013


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