During the past decade, we have witnessed both a dramatic increase in the demands placed on directors of public companies and the scrutiny of boards’ actions. While the fundamental model of a director’s fiduciary duties under state law has remained mostly stable, in other precincts – including the Securities and Exchange Commission and other regulators, ISS, institutional investors, politicians and the public – expectations about directors’ involvement and influence over a corporation have increased significantly.

An engaged, skilled and thoughtful board of directors adds immense value to a corporation. It is more difficult than ever to recruit and retain directors who meet the requirements – including the increased legal and regulatory requirements imposed within the past ten years – for experience, expertise, diversity, independence, leadership, collegiality and character. Competition for the best candidates is intense, particularly in view of the fact that the ideal director candidate is often a successful, independent and prominent person who does not need the exposure to the obligations that public company directorship entails.

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