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Conducting Board Self-Evaluations in Compliance with NYSE Rule 303A.09

October 14, 2004

By Charles H. Baker and Thomas P. McGovern

In the aftermath of the scandals leading to the adoption of the Sarbanes-Oxley Act, the NYSE substantially overhauled its corporate governance requirements, which included the implementation of Rule 303A.09. While important in practicing good corporate governance, the beneficial purpose impeded if the directors’ fear of disclosure impacts their responses or the results of such self-evaluations become a part of a potential litigant’s arsenal.