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March 2008 Corporate Law Symposium

The Dysfunctional Board: Causes and Cures

Hewlett-Packard presents a cautionary tale of the damage caused by distrust and dissension within the boardroom. In fall 2006, Hewlett-Packard became embroiled in a headline-grabbing scandal and disgrace when the media reported that the board had authorized the use of possibly illegal tactics to determine the source of boardroom leaks. In the resulting publicity, the underlying problem - the breach of the directors' obligation to maintain the confidentiality of corporate information - was often overlooked. More recently, Dow Chemical announced that it had fired two senior executives, one of whom was a director, for allegedly engaging in unauthorized talks to sell the company. In another well-publicized "civil war," in 2005 Morgan Stanley replaced its CEO and substantially reshaped its board of directors.

What confluence of events can cause governance at highly-regarded corporations to go awry? This symposium will explore the causes of dysfunctional boards and attempt to formulate some possible cures.

Confirmed Speakers

  • Miriam H. Baer: Acting Assistant Professor, NYU School of Law
  • Jayne W. Barnard: James Goold Cutler Professor, College of William and Mary, Marshall-Wythe School of Law
  • Lissa Lamkin Broom: Professor, University of North Carolina School of Law
  • Lawrence A. Cunningham: Professor, George Washington University Law School
  • Tamar Frankel: Professor and Michaels Faculty Research Scholar, Boston University School of Law
  • Franklin A. Gevurtz: Distinguished Professor and Scholar, University of the Pacific, McGeorge School of Law
  • Peter J. Henning: Professor, Wayne State University Law School
  • Kimberly D. Krawiec: Professor, University of North Carolina School of Law