Selected Lessons from The Director’s Handbook: Episode 2: Director Misconduct

In this episode, Frank Placenti speaks with Holly Gregory about what constitutes director misconduct (whether deliberate or unintentional); situations in which a director is disruptive in the boardroom; and how can a board prevent director misconduct as well as setting standards for appropriate board behavior. Frank Placenti chairs the ABA Corporate Governance Committee. He is a partner and leader of the U.S. Corporate Governance Practice of Squire Patton Boggs. He is the editor of the BLS book, Director’s Handbook: A Field Guide to 101 Situations Commonly Encountered in the Boardroom. Frank was also Founding President of the American College of Governance Counsel. Holly Gregory, co-chair of Sidley and Austin’s global Corporate Governance and Executive Compensation practice, counsels publicly held, private and not-for-profit corporations on the full range of governance issues, including governance structure and culture, fiduciary duties, risk oversight, conflicts of interest, board and committee structure, board leadership, special committee investigations, CEO transitions, board audits and self-evaluation processes, shareholder activism and initiatives, proxy contests, relationships with shareholders and proxy advisory firms, compliance with legislative, regulatory and listing rule requirements and governance “best practices.” Holly is a former chair of the ABA’s Corporate Governance Committee and is currently president of the American College of Governance Counsel.