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What are the Rules and Guidelines for Director Independence?
Harold P. Reichwald and Craig Miller
Executive Summary In the last ten years, significant legislative or regulatory requirements for director independence have emerged. In some cases, specific metrics were introduced. There’s a rule, for example, that all federally insured depository institutions above $1 billion in assets must have audit committees filled exclusively with outside, independent directors. The directors of publicly traded companies must disclose certain relationships. Even the public stock exchanges have their own rules. In other situations, less formulaic approaches were adopted. In many cases, a board of directors was left to make its own judgments. This article will discuss the rules and parameters of...
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Craig Miller, co-chair of the financial services and banking division at Manatt, Phelps, & Phillips, counsels financial institutions and the underwriters and placement agents which service them on securities offerings, branch purchases and sales and whole bank acquisitions, along with day-to-day corporate governance issues and periodic reporting.
Harold Reichwald, co-chair of Manatt’s financial services and banking division, represents a variety of domestic and foreign financial institutions before the FDIC, Comptroller of the Currency, the Federal Reserve Board and other bank regulatory agencies, and counsels senior executives, boards of directors, audit committees and credit review staffs of financial institutions, including conducting special investigations on their behalf.