Independent directors have become a popular “cure-all” in the United
States for whatever the latest malady ailing the modern corporation happens
to be. Whenever a corporation has found its way into the headlines as the
subject of the scandal du jour, it is overwhelmingly the case that it is the
managers who are caught with their fingers in the till, having manipulated the
numbers, rolling the dice with the shareholders’ money, or otherwise abusing
the trust of shareholders and other corporate constituencies....
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