Selected Lessons from The Director’s Handbook: Episode 4: Whistleblowers

In this episode, Frank Placenti speaks with Michael Blanchard about whistleblowers and the role of the board in analyzing and responding to a whistleblower’s accusation and what guidance a lawyer provides to the board in this situation.  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. Michael Blanchard is a partner with Morgan Lewis. Michael’s practice focuses on all facets of shareholder litigation: books and records demands, derivative actions, securities class actions and enforcement, directors and officers compensation, indemnification and advancement. He counsels boards responding to shareholder litigation demands, and frequently serves as independent counsel to special committees. Michael works closely with the firm’s shareholder activism defense and crisis management practices. He has successfully tried cases to judges and juries alike, including numerous appeals, and has obtained multiple dismissals, including, for example, the dismissal of a 1933 Act class action which Forbes magazine called a “stunning class action victory.”