Spring 2007

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Editor's Note . . .

This issue of Acredula continues our series by Kevin Kinross on how to respond to a government investigation, as well as the series by John Dix on what to look for to find quality board members. In this issue, you will also find an article by Jeff Smith on the role of a board secretary, and an article that gives considerations on when to blow the whistle for an investigation.

Each organization’s board and its executives should periodically discuss what to do if the board or the organization becomes involved in a government investigation or if a whistle-blower takes an issue directly to the board. The group should also know what executives plan to do if the organization or executives become involved in a government investigation or receive allegations from a whistle-blower.

We have found that hypothetical case studies are a good way to create discussion among the board and the executives to consider and manage the various issues involved with investigations. The case study process lasts about two hours, but boards and executives generally find this time well spent because both board members and executives will know their respective roles and responsibilities in advance.

Finally, we would like your input on whether there is a need in Ohio for a service that matches companies looking for particular attributes in board members with candidates that have those attributes. The process is similar to the Business First Advisory Board Exchange. We are also interested in your input on whether you see a need for an exchange service in Ohio that focuses on director candidates local to Ohio or their company’s communities in Ohio.

In our experience with Ohio-based companies, we found that they prefer these localized candidates, but they are often not included in lists provided by national search firms. You can email your thoughts on these topics directly to me at jbeavers@bricker.com

Index to Acredula Spring 2007

Responding to a Government Investigation- As a Director What Should I "Direct"?
Second part of a series on the appropriate corporate response to a government investigation; steps to take to cooperate with the government agency conducting investigation.

When to Blow the Whistle
(With Respect to a Private Organization)
Guidance on when someone may be legally required to blow the whistle on irregularities within a private organization.

The Role of the Board Secretary
The role of the corporate secretary has expanded to include wide-ranging responsibilities from communication with directors, management and shareholders, to the crucial responsibility of administration of corporate governance and other compliance matters

The Attributes of Quality Board Members: What to Look for in Your Board
The importance of the attribute of the ability to constructively disagree in corporate board members from the perspective of guest contributor John Dix.

Case Highlight: CNL Hotel & Resorts, Inc. v. Houston Casualty Co., et al.
Case note on a settlement of a Section 11 claim, which focused on misrepresentation in a prospectus or registration statement, not covered by the Company’s D&O liability insurance.