Decades ago, the functions of public boards of directors were easily articulated: boards evaluated management, used best judgment, did not self-deal, and discharged the duties of care and loyalty. The primary role was overseeing strategy.

Disinterested directors were protected by the business judgment rule; if you were well-informed and rationally believed that you were acting in the best interest of the company, you were doing your job and could not be sued.

To read the full text of this article by Duane Morris partner Stephen M. Honig, please visit the New England In-House website.