I haven’t read the new Guidebook but I see that Corporate Counsel invited Weil, Gotshal & Manges partner Holly Gregory, who co-chaired the committee that authored the book talk about it with Spencer Smul of Estee Lauder and Lynn Stout of UCLA School of Law who did not.
Asked about what’s been preserved from prior edition, Stout said the equivalent of “Directorship for Dummies.” Smul referred to the popular chapter, “Joining a Board of Directors.”
Asked what was most useful about the new version, Stout points to provisions outlining legal, operational, and reputational risk. Smul agreed, and added he liked the new appendices and resources for additional information.
The most important new information for in-house lawyers for Stout was addressing:
what it means to owe a duty to the corporation and its shareholders. There is a tendency, especially in the business media, to assume that owing a duty to the shareholders is the same thing as maximizing share price. I think the Guidebook does a good job of making the very basic point that the concept of shareholder value is in many ways a fiction because different shareholders have different values. Some are focused on short-term stock price, some on long-term returns, some shareholders are diversified, some have social or political interests, and some do not.
(more at A How-To Guide For Corporate Boards And Counsel, Connecticut Law Tribune, 7/25/2011)
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