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BDO in the BoardroomAuthor: BDO USA
BDO in the Boardroom is a podcast series for the board of directors and those charged with governance. Each episode features a topical discussion with board peers and subject matter experts on both trending and timeless boardroom issues mitigating risk in an increasingly digital world, navigating your board career, financial and ESG reporting, shareholder activism and more. Language: en Genres: Business, Entrepreneurship, Management Contact email: Get it Feed URL: Get it iTunes ID: Get it |
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Boardroom Defense: Essential Insights on Shareholder Demands and Derivative Lawsuits Every Director Should Know
Episode 92
Tuesday, 27 January, 2026
Key Takeaways: Boards should recognize that different states of incorporation may require different processes by which shareholders can bring derivative actions against directors and officers. Conducting and demonstrating a fair and reasonable process in the best interest of the company should be the goal of the board.Directors should be knowledgeable about who (e.g., which directors) can be involved in the decision-making related to a derivative action based on how the law in state of incorporation may define “independence” in such matters. Responses to such actions should always be done with the advice of qualified and experienced legal counsel to protect both the board from liability by ensuring the business judgment rule is properly considered, shareholder demands are properly investigated, complexities and conflicts of interest are managed, and appropriate communications are made throughout the process. Resources: What It Means to Be a Special Committee Member – Two Part Publication
