The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Wed, 09 Sep 2026 13:48:08 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.10 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png Director-Management Relationships under Stock Exchange Independence Standards – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 Director-Management Relationships under Stock Exchange Independence Standards https://corpgov.law.harvard.edu/2010/04/04/director-management-relationships-under-stock-exchange-independence-standards/?utm_source=rss&utm_medium=rss&utm_campaign=director-management-relationships-under-stock-exchange-independence-standards https://corpgov.law.harvard.edu/2010/04/04/director-management-relationships-under-stock-exchange-independence-standards/#comments Sun, 04 Apr 2010 13:22:06 +0000 http://blogs.law.harvard.edu/corpgov/?p=8289?d=20150120102919EST Posted by Scott Hirst, co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Sunday, April 4, 2010
Editor's Note:

This post comes to us from Colin J. Diamond, a partner at White & Case LLP concentrating on securities transactions, public mergers and acquisitions, and general corporate representations. The post is based on a White & Case Client Alert by Mr. Diamond, Oliver Brahmst, Gary Kashar and John Reiss.

A recent disclosure by Black & Decker Corp. and a subsequent clarification as a result of a complaint by the New York Stock Exchange provide helpful insight regarding how business, and possibly other, relationships between directors and senior management may impair a director’s independence both for exchange listing standards and other contexts, and may give rise to unwanted publicity. [1]

Background

On March 9, 2010, Black & Decker Corp. issued a press release ahead of a special stockholder meeting being held to approve its merger with The Stanley Works. In the press release, Black & Decker disclosed what it termed “a private business relationship” between its CEO, Nolan D. Archibald, and one of its directors, M. Anthony Burns. The business relationship disclosed by Black & Decker in the press release consisted of a real estate co-investment by Mr. Burns and Mr. Archibald involving an undisclosed, yet “significant,” amount. The investment was in a private golf and four-season recreational community in Utah. In the press release, Black & Decker stated “[p]ersonal business relationships between individuals (as opposed to relationships with the company) generally are not relevant to the independence tests under the New York Stock Exchange rules because they do not create a material relationship between a director and the company.” [2]

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