
Disciplining Corporate Boards and Debtholders Through Targeted Proxy Access
Corporate directors inevitably must make real-time decisions on complex and nuanced matters that impact not only the company, but also the company’s various stakeholders—e.g., shareholders, creditors, and employees. The pressure cooker that often is the corporate boardroom is not for the faint of heart. The directors’ job becomes even more challenging when the company experiences a financial or operational setback. The divergence in interests among the company’ stakeholders intensifies, and there rarely is one clear path forward.
In theory, state law fiduciary duties should guide directors’ decisions in these difficult situations and protect the company’s and its shareholders’ interests. In … Read more