The Evolving Meaning Of “Independence” In The Board Room

Independence in the board room, often considered a solution to the problem of misaligned incentives, among other problems of governance, as a concept has broad support. But there is disagreement about how to define it. Attorneys Robert J. Gavigan and Jonathan H. Hofero of Cohen & Gresser consider the ideal of the independent director and “how to spot this elusive creature” by examining the variety of standards defined by the SEC, the stock exchanges, Delaware state law and the proxy advisory firms.