Directors and committee members should have experts provide formal presentations to committees or the board when advising on a significant transaction to enrich their information base and maximize the likelihood that the committee or board members’ reliance on that advice in making their decision will be respected by a reviewing court. In short, avoid second-hand reliance on expert advice and reports.
Directors should be familiar with the charter or scope of authority of the board’s various committees. Such familiarity will enhance the ability of directors to delegate, in good faith, matters to other directors.
Directors and committee members should insist upon sufficient time to permit them to do their work.
Directors should control senior management so that the board is not hamstrung in its ability to effectively consider a business decision, for example, by a premature management press release.
As far as we can tell, the laws of buoyancy still apply in Delaware. But a good sailor does not rely on the laws of buoyancy alone. He maintains his boat, checks his gauges, instructs his crew and pays attention to the weather. Like a good sailor, by heeding the Chancellor’s advice in Disney IV, which is really nothing new, directors may save themselves from the “trial” experienced by the Disney directors.