The Securities and Exchange Commission’s insistence that independent directors dominate the boards of public companies deserves reexamination, writes Professor Roberta Karmel in a new post for the Harvard Law School Forum on Corporate Governance and Financial Regulation. The piece – based on her forthcoming article, “Is the Independent Director Model Broken,” to be published in the Seattle University Law Review (2013) – traces the history and dynamics of the SEC’s stance, and challenges the notion that a statutory definition makes a director truly independent. “The ability to challenge the conventional wisdom, to tell truth to power, is rare, and even rarer, is the director who can do so but not destroy the collegiality of the boardroom,” she writes. “Yet, seeking such individuals should be the object of director selection.
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