BOARD OF DIRECTORS RESPONSIBILITIES Presentation To Ironwood Advisory Conference Buying and Selling a Company in a Tough Economy How to Optimize Price and Liquidity in a Buyer’s Market Robert A. Miller, Jr. July 17, 2002 UCLA Anderson School of Business. Responsibilities of Directors Generally.
BOARD OF DIRECTORS RESPONSIBILITIESPresentation To Ironwood Advisory ConferenceBuying and Selling a Company in a Tough EconomyHow to Optimize Price and Liquidity in a Buyer’s MarketRobert A. Miller, Jr.July 17, 2002UCLA Anderson School of Business
offer may be impacted by the value and composition of the offer.
the transaction, and documenting all Board procedures and meetings in the minutes.
The rationale for the Board’s ultimate decisions should be clearly reflected in the minutes. The Board should request an opinion from a qualified independent advisor regarding the fairness of the transaction to the company and the stockholders, from a financial point of view.
good faith with regard to the immediate transaction.
1. Form 8-K Disclosure of Certain Management Transactions (SEC Release Nos. 33-8090; 34-45742; April 12, 2002)
2. Acceleration of Periodic Report Filing Dates and Disclosure Concerning Website Access to Reports (SEC Release Nos. 33-8089; 34-45741; April 12, 2002)
3. Disclosure in MD&A about the Application of Critical Accounting Policies (SEC Release Nos. 33-8098; 34-45907; May 10, 2002)
4. Additional Form 8-K Disclosure Requirements and Acceleration of Filing Date (SEC Release Nos. 33-8106; 34-46084; June 17, 2002)
5. Certification of Disclosure in Companies’ Quarterly and Annual Reports (SEC Release No. 34-46079; June 17, 2002)
6. SEC Press Release 2002-91 on Proposal to Establish the Framework for a “Public Accountability Board”; June 20, 2002
7. Nasdaq Corporate Governance Rulemaking Proposals; June 5, 2002
8. New York Stock Exchange Board Report of the Corporate Accountability and Listing Standards Committee; June 6, 2002
9. President Bush’s New Enforcement Initiatives; July 9, 2002