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A New Player in the Boardroom: The Emergence of the Independent Directors' Counsel

23 Pages Posted: 19 Mar 2004  

Geoffrey C. Hazard

University of Pennsylvania

Edward B. Rock

New York University School of Law

Date Written: March 2004


Over the last thirty years, the independent directors have occasionally been represented by independent counsel. Instances include: special litigation committees reviewing derivative suits; independent committees in parent subsidiary mergers and MBOs; and internal investigations of misconduct. We predict that, with the additional legal requirements imposed on independent directors by the Sarbanes Oxley Act and related changes to SEC rules and Stock Exchange listing requirements, the independent directors, especially those on the Audit Committee, increasingly will be represented on a continuing basis by independent legal counsel. Out of this will emerge a new figure in the board room: the Independent Directors' Counsel. We examine the advantages and disadvantages of adding this new actor in the boardroom, and consider issues posed and implications for corporate law and legal ethics.

Keywords: Sarbanes Oxley, directors, legal ethics, corporate governance

Suggested Citation

Hazard, Geoffrey C. and Rock, Edward B., A New Player in the Boardroom: The Emergence of the Independent Directors' Counsel (March 2004). U of Penn, Inst. for Law & Econ Research Paper 04-07. Available at SSRN: or

Geoffrey Hazard

University of Pennsylvania ( email )

3501 Sansom Street
Philadelphia, PA 19104
United States

Edward Rock (Contact Author)

New York University School of Law ( email )

40 Washington Square South
New York, NY 10012-1099
United States

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