Directorship Services
PLEASE TAKE NOTICE: The following information is not, is not intended to be, cannot be construed as, and cannot be reasonably relied upon as legal advice.
The Importance of Disinterested, Independent Board Members
Whether a publicly traded Fortune 500 or a closely held family business, the American corporate paradigm follows a board-centric governance model — at the highest level, the board of directors manages the corporate business and affairs. This managerial power and authority carries with it corresponding accountability. The directors shoulder rigorous fiduciary obligations, owed to both the company and its shareholders.
These obligations inherently expose directors, officers, and controlling shareholders to litigation risk. But a board composed of disinterested, independent members helps mitigate this risk and insulate company fiduciaries from costly liability. Especially in the mergers & acquisitions space and the often accompanying shareholder fairness challenges, disinterested, independent directors can protect the controllers from lengthy, uncertain, and expensive litigation. Modern corporate governance regimes thus demand disinterested, independent directors.
Key Benefits - Protect Business Decisions and Help Your Company
- Insulate fellow directors, officers, and controlling shareholders from financially dramatic fiduciary liability
- Avoid board-level conflicts of interest
- Ensure judicial respect for the board’s business judgment
- Avoid heightened scrutiny of board decisions
- Mitigate lengthy, uncertain, burdensome, and expensive shareholder litigation
- Maintain control of derivatives lawsuits
- Protect fundamental transactions such as mergers and acquisitions
- Safeguard the company name and integrity from often scathing judicial rebukes
- Establish truly disinterested, independent special committees
Looking Forward and Getting Ahead
The critical, often most important step to instituting modern corporate governance protocols starts with electing an independent, disinterested board member. Common legal challenges to board-level decisions and transactions involve allegations that one or more directors, officers, or controlling shareholders breached their fiduciary duties owed to the minority. In these kinds of suits, along with the decision and its deliberative process, courts often closely scrutinize the individual directors, officers, or controlling shareholders themselves. Key to any business’s successful operation, sound and secure board-level management requires directors free from disabling conflict.
Joseph Czerkawski MD, founder and CEO of Corporate Medical Partners LLC, board-certified medical professional for 35 years, and successful entrepreneur, is now available to serve in directorship roles within the following industries:
- Rehabilitation
- Physical therapy
- Occupational therapy
- Speech clinics
- Medical device
- Accountable care
- Sports medicine
- Athletic training
- Imaging and diagnostic
- Pharmaceutical
- Exercise
- Yoga and wellness
