Proposals To Maximize The Function Of Independent Director

The "independent director" traditionally is seemed as a way to cure the divisionof interest between the shareholders and the directors, and to promote the integrityand efficiency of the board。Boards of directors in the real world possess a number ofcharacteristics contrary to what law assumes。 First, independent directors sometimeslack of the independence。 Second, within the board, directors face the samecollective action problems as faced by shareholders。 Last but not least, theindependent directors have a poor incentive to be active and executives have a naturaltendency to entrench the board。 Thus article gives some suggestions to the previousproblems: adopt the Deleware court’s opinion in In re Oracle Corp Derivativelitigation, apply the good faith doctrine broadly to the general board operation insteadof focusing solely on the particular transaction which is the subject of the litigationand keep a reasonable number of inside directors in board, perfecting the structure ofboard。...