Insights on governance, the board of directors, and the 21st Century boardroom.

Ralph Ward's latest book The New Boardroom Leaders, Find out more at  www.thenewboardroomleaders.com  Boardroom INSIDER is the online newsletter for better boards and better directors (www.boardroominsider.com). Ralph Ward, publisher, is also author of the books The New Boardroom Leaders, Saving The Corporate Board, Improving Corporate Boards - The Boardroom INSIDER Guidebook, and 21st Century Corporate Board. For a free trial subscription, visit the Boardroom INSIDER info page, or call (989) 833-7615.

Boardroom INSIDER News ........6/11 WHY CORPORATE BOARDS ARE GETTING SUED NOW The topic of corporate board member liability is heating up again, says the June issue of online governance monthly Boardroom INSIDER.  With lingering fallout from the economic slump, investor activism, tough new U.S. government enforcement policies, and the unfolding impact of the Dodd-Frank regulatory overhaul, directors have honest concerns that someone is about to sue them.  Yet BI editor and business speaker Ralph Ward writes that director lawsuit jitters “are based as much on perceptions as on actual damages.  One factor making liability scarier is uncertainty.”  The radical regulatory and governance changes of recent years open unknown venues for litigation.  These remain a boardroom wild card “until a light bulb first goes off over the head of a creative prosecutor or shrewd strike suit lawyer.” However, the June issue of BI details several solid new liability threats that corporate directors should watch for:  The U.S. Foreign Corrupt Practices Act is seeing renewed enforcement activity by the U.S. justice department, with “boards and their members an increasing focus.”  U.S. nationals serving on the boards of overseas companies involved in bribery can face new, nasty FCPA surprises, for example. Board members are increasingly caught in other “foreign entanglements” as well, such as violation of trade and technology export rules, anti-terrorism strictures, and “alien tort” actions “What happens if Government X uses your firm’s software to track and jail dissidents?” asks Ward. The U.S. SEC’s new corporate “whistleblower” rules, unveiled May 31, open a fresh source of boardroom liability and uncertainty.  Ward notes that management and boards have invested great effort and resources in creating solid, confidential internal whistleblower structures -- but the new SEC rules now “encourage employees to bypass all this and go straight to the feds with their concerns.”  Also in the June Boardroom INSIDER: How boards should defend against their new liability threats. So what does a board's “lead director” actually do? Q&A: The hottest trends in board retreats. Join Boardroom INSIDER on Twitter and Facebook Twitter.com/Boardroominside Boardroom Insider P.O. Box 196 Riverdale MI 48877 USA Telephone/fax (989) 833-7615 rward@boardroominsider.com