Corporate Law & Governance Update - August 2017

McDermott Will & Emery
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A new article published in the Harvard Business Review confirms that the preservation of reputation continues to be a significant motivating concern for individual board members. This is a factor that should be taken seriously as boards work to establish a reasonable risk profile for the organization.

The article suggests that directors are more likely to resign their board seats when the corporation—and their governance service—experiences negative attention (e.g., some form of material public corporate controversy, media criticism or investigation). The related suggestion is that a primary motivation for individuals to serve on corporate boards is to build and service their personal reputations. Directors most likely to resign when their reputations are threatened include those who are senior executives at other companies, who serve on several boards, or who have a long board tenure at the particular corporation. (While many nonprofit directors undoubtedly join nonprofit health system boards to support mission goals, preservation of personal reputation is likely a significant consideration for them nevertheless.)

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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