Directors of public companies are being called on to supervise independent investigations with increasing frequency. The ongoing furor over stock option backdating is simply the most recent illustration of this trend. Countless boards are finding themselves in a position of conducting independent investigations in order to identify improprieties and respond to concerns from regulators, prosecutors, auditors, shareholders and others.

Independent investigations can be both highly distracting and frustratingly nonstrategic – while also invaluable as a tool to fulfill directors' fiduciary duties and to minimize the negative effects of suspected employee wrongdoing on the corporation.

In our recent article, just published in Insights: The Corporate & Securities Law Advisor, we help guide directors who wish to be best equipped to manage independent investigations by laying out, in a "plain English" style:

  • Factors that should prompt an independent investigation,
  • The role of directors in such investigations,
  • Potential impacts on the company and
  • Key issues that commonly arise.

Our article also identifies six practical steps for directors to consider in managing an independent investigation.


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