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

Authors

Geoffrey C. Hazard Jr., University of Pennsylvania Carey Law SchoolFollow
Edward B. Rock, University of Pennsylvania Carey Law SchoolFollow

Document Type

Article

Publication Date

3-1-2004

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.

Keywords

Sarbanes Oxley, directors, legal ethics, corporate governance

Publication Title

Business Lawyer

Publication Citation

59 Bus. Law. 1389 (2004)

Repository Citation

Hazard, Geoffrey C. Jr. and Rock, Edward B., "A New Player in the Boardroom: The Emergence of the Independent Directors' Counsel" (2004). All Faculty Scholarship. 6.
https://scholarship.law.upenn.edu/faculty_scholarship/6