Do’s and Don’ts for Corporate Directors by William Chandler III

I went to a joint FEI (Financial Executives International) / NACD (National Associate of Corporate Directors) event in Palo Also and saw a former Chancelor of the Delaware Chancery William Chandler III (and current partner at Wilson Sonsini Goodrich & Rosati) speak on “Do’s and Don’ts for Corporate Directors”. Here’s his top 10 list:

  1. Process matters. Courts and judges love process. Need to follow process.
  2. Be active and be engaged. Get materials and read them. Ask questions.
  3. Build a good record. Follow an exemplary process…a robust, thoughtful process. Need to show that you considered all options. Use outside council.
  4. Don’t write stupid e-mails (hopefully, this e-mail doesn’t fall into that category). If you write something in an email, it will never go away. Don’t talk about other people in a negative way over e-mail. Period.
  5. Get good advisors, but don’t advocate responsibility entirely to them.
  6. Avoid conflict or related party transactions.
  7. If you’re using a special committee, do it right. Avoid conflicts of interest. Avoid personal and business conflicts.
  8. Setup oversight systems to ensure compliance and fiduciary responsibility.
  9. Be bold, take chances and take some risks.
  10. Be the hero, not the villain. Write the script so that you are considered the good guy.

These are great rules to live by.