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Frequently Asked Questions

This is where you will find most answers. If there should still be any questions left, don’t hesitate to contact me.

Who is this guy? And why should I care what he thinks?

After 34 years of practicing law, with a focus on distressed companies, and 30 years of service on non-profit boards, I am well-prepared to serve as an independent director, particularly for companies undergoing significant financial challenges. I assist Boards in meeting their continually evolving responsibilities and provide guidance in instituting governance best practices to strengthen the Board.

As a seasoned Director and an Attorney with extensive experience in corporate governance, my focus is on the “G” (governance) of “ESG.” I am a NACD Governance Fellow® and, for over three decades, I have counseled and guided directors and senior management clients through a myriad of complex challenges.

As a Director, expect me to ask nuanced questions about the financial impact of acquisitions, divestitures and strategies, as well as to challenge governance proposals that will not lead to improved financial performance. But I will always champion proposals that will maximize enterprise value.
I am responsive, knowledgeable, creative and practical. My interpersonal skills include a natural affinity for cultivating relationships and building consensus among diverse individuals and constituencies.

Please see my resume for specifics.

What is an Independent Director?

Independent Directors, in corporate governance, refers to those members of a board of directors who do not have a material relationship with the company. They are not part of its executive management team and not involved in the day-to-day operations of the company.  Directors are required to follow mandated/recommended governance standards while also serving as guardians of long-term corporate performance.

The term is defined by the NYSE and the NASDAQ as follows:

NYSE: “Independent director” is one who the board “affirmatively determines” has no “materiality relationship” with the company “either directly or as a partner, shareholder, or officer of an organization that has a relationship with the company.”

NASDAQ: ““Independent director” is one who is not an executive officer or employee of the company, and who, in the board’s opinion, has no relationship which would “interfere with the exercise of independent judgment” in carrying out director responsibilities.”

Why do companies, distressed or not, need an Independent Director?

In privately held businesses, the ownership and makeup of the board of directors are identical or nearly so. An independent director can assure all stakeholders that the board can and will exercise its duties of care and loyalty. And where a board might otherwise be unable to approve a transaction with an existing stakeholder, the fully informed independent director can serve to “sanitize” such a related party transaction.

Possessing extensive experience in Distressed M&A, I am well versed with the process of selling a business in whole or in parts, on an accelerated timeline.

Is Director Certification required?

No, however, “iron sharpens iron.”  Board certification and training organizations, such as the National Association of Corporate Directors and the Private Directors Association, provide continuous learning opportunities and equip their certified professionals and members with the latest research and resources.  These organizations are respected and recognized as authorities on board leadership.