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Overview

The Cambridge Dictionary defines someone’s “stewardship” of something as “the way in which they control or take care of it.”

By this definition, both a director and an officer of a corporation are stewards of that corporation. Their specific “duties,” in the practical sense of the word, however, differ. That is, they perform different functions and have different responsibilities. Stated yet another way: they have different job descriptions.

Yet, at the same time, the legal standard by which their performance is judged is identical: every corporate director and every corporate officer owes their company (stated imprecisely with intention) the fiduciary duties of good faith and care.

Directors and officers who do not understand their jobs are, to say the least, not likely to succeed at them. The fact that there is an unavoidable blurring of the line between the two functions does not make things easier.

Directors and officers who do not understand their fiduciary duties are, of course, far more likely to breach them. And the consequences of breaching one’s fiduciary duties can be both disastrous for the company and for the director or officer personally.

This episode of Bare Bone Board Basics does two things. First, it dives into the relationship between directors and officers and provides useful guidance on how they can best work together. Second, it provides a 100-foot (as opposed to 500 or 10-foot) overview of fiduciary duties and a practical-what to do / what-not-to-do to minimize the chance of violating them.

Join us as an owner, officer, or board member of a company. For information about other episodes in the series, click here.

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Panelists

Will Clarke Founder & President Clarke Growth and Sustainment Strategies

Will Clarke is the Founder and President of Clarke Growth and Sustainment Strategies, an advisory firm specializing in guiding early-stage companies’ business expansion. He serves as an Independent Director for Ascent Solar Technologies (OTC: ASTI), an Advisor for Glass Inc, and on two nonprofit Boards.  Previously, he led the Global Supply Chain business unit for Atlas Airlines (NASDAQ: AAWW) and directed turnaround initiatives for Best Buy (NYSE: BBY).  Will served 25 years as a Naval Officer, where he completed 10 deployments on a ship, submarine, and two aircraft carriers in support of war and peacetime operations. Will earned a BSc in Mathematics from U.S. Naval Academy, an MSc in Management from Naval Postgraduate School, and completed the Corporate Governance Program at Columbia University. 

Allan Grafman Chair of the Audit Committee IDW

Allan Grafman has served on 12 boards, including 4 public, 4 private equity-owned and 4 venture-sponsored. He is currently Chair of the Audit Committee of a public company (IDW) and also Audit Committee member for a REIT, and has served on Compensation and Governance Committees as well.   Specific past experience includes serving as the Chairman of the Board of a Nasdaq listed video game company and other entertainment, media and consumer focused entities.  He is currently a licensed investment banker raising capital for companies. Allan comes to board service building on executive roles at All Media Ventures, Archie Comics, Hallmark, Tribune, ABC and Disney.  He received his BA from Indiana University (PBK), Masters (Fellow) and MBA from Columbia (BGS).

James Mitchell Chairman of the Board Fora Financial

James has a 30+ year career as a leader in business, financial services, and government including 25-years with GE. His expertise in the legislative process and regulatory provide a unique perspective to regulated companies. James has over two decades of governance and board leadership roles with several national non-profit organizations. James is Chairman of the Board of Directors and chairs two board Committees of Fora Financial. James is the Founder of JMJ Advisors, a consulting firm which advises senior business leaders and their organizations.  James is a Qualified Financial Expert, has expertise in M&A and as CIO ($5.0B AUM). He has also managed domestic equity portfolios (financial services). James graduated with a B.S. from Purdue and holds an MBA from The Wharton School.

Moderator

Jonathan Friedland Partner Sugar Felsenthal Grais & Helsinger LLP

Jonathan Friedland is a partner with Sugar Felsenthal, where he regularly counsels boards of directors and owners of companies in financial distress. His broad experience includes representing companies, buyers, and committees in chapter 11 bankruptcy, out-of-court workouts, and liquidations. He also has substantial experience in running a wide variety of corporate transactions and a wide array of commercial litigation. Peers and legal publications recognize Jonathan as a leading corporate restructuring and insolvency attorney. For example, he has been rated for many years as AV® Preeminent™ by Martindale-Hubbell, 10/10 by AVVO, and 10/10 by Justia). Jonathan is the principal author of two leading legal treatises and more than 100 peer-reviewed articles widely cited by legal scholars. In three years, Jonathan graduated magna cum laude from the State University of New York at Albany University (in three years) and the University of Pennsylvania Law School.

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