4 ms·

They absolutely can leave the state. Board independence is largely a silly idea, people aren't even on the same page as to what the board is supposed to be ind

They absolutely can leave the state. Board independence is largely a silly idea, people aren't even on the same page as to what the board is supposed to be independent of, and in this case it's not even clear which board you mean - the current one? The previous one? In what way are they less independent than any other board?

JumpCrisscross 1y ago
> people aren't even on the same page as to what the board is supposed to be independent of In the U.S. they absolutely are. The SEC defines independent directors [1]. If the majority of a (Delaware corporation's) Board isn't independent, it opens up the company and even individual Board members to heightened scrutiny by the courts [2]. [1] https://www.skadden.com/-/media/files/publications/2022/02/the-informed-board/what-exactly-is-an-independent-director-hint-its-more-complicated-than-you-think.pdf https://www.skadden.com/-/media/files/publications/2022/02/t... [2] https://www.faegredrinker.com/en/insights/publications/2022/2/the-corporate-guide-keeping-board-actions-conflictfree https://www.faegredrinker.com/en/insights/publications/2022/...
- danielmarkbruce 1y ago
  You link to a skadden doc, not an SEC rule, and in that doc the first words are: "Independence is neither a fixed condition nor a universal status for all purposes. " and goes on to talk about how complicated it is to even define and how it depends on who is defining it. Your document makes my exact point, not yours. You are out of your depth.
  - JumpCrisscross 1y ago
    > Independence is neither a fixed condition nor a universal status for all purposes This is true of all law. That doesn’t mean “people aren't even on the same page as to what” it means. > Your document makes my exact point, not yours. You are out of your depth It doesn't and probably not. How many boards have you been on? Public companies? Non-profit? Have you litigated a shareholder lawsuit under Delaware law?
    - danielmarkbruce 1y ago
      Go show this discussion to all the boards you apparently sit on.

JumpCrisscross 1y ago

> people aren't even on the same page as to what the board is supposed to be independent of In the U.S. they absolutely are. The SEC defines independent directors [1]. If the majority of a (Delaware corporation's) Board isn't independent, it opens up the company and even individual Board members to heightened scrutiny by the courts [2]. [1] https://www.skadden.com/-/media/files/publications/2022/02/the-informed-board/what-exactly-is-an-independent-director-hint-its-more-complicated-than-you-think.pdf https://www.skadden.com/-/media/files/publications/2022/02/t... [2] https://www.faegredrinker.com/en/insights/publications/2022/2/the-corporate-guide-keeping-board-actions-conflictfree https://www.faegredrinker.com/en/insights/publications/2022/...

danielmarkbruce 1y ago
You link to a skadden doc, not an SEC rule, and in that doc the first words are: "Independence is neither a fixed condition nor a universal status for all purposes. " and goes on to talk about how complicated it is to even define and how it depends on who is defining it. Your document makes my exact point, not yours. You are out of your depth.
- JumpCrisscross 1y ago
  > Independence is neither a fixed condition nor a universal status for all purposes This is true of all law. That doesn’t mean “people aren't even on the same page as to what” it means. > Your document makes my exact point, not yours. You are out of your depth It doesn't and probably not. How many boards have you been on? Public companies? Non-profit? Have you litigated a shareholder lawsuit under Delaware law?
  - danielmarkbruce 1y ago
    Go show this discussion to all the boards you apparently sit on.