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November 23, 2021
Corporate partner Stephen Fraidin was featured on the panel “Debating the Case for an Optional ‘Board 3.0’ Model" at Board 3.0: Bringing the Private Equity Model to Public Companies, a virtual conference presented by the Ira M. Millstein Center for Global Markets and Corporate Ownership, Columbia Law School and the European Corporate Governance Institute (ECGI).
Along with an esteemed group of co-panelists, Fraidin discusses a new model for public company boards (“Board 3.0”), as proposed by Professors Ronald Gilson (Stanford Law School, Columbia Law School and ECGI) and Jeffrey Gordon (Columbia Law School and ECGI), with particular focus on director liability considerations and the importance of a having an informed and highly qualified board.
“I would argue that the best example of Board 3.0 is a board of directors that’s dealing with an M&A situation.” Fraidin said, “Under those circumstances, the board is almost bound to become thickly informed [because [t]he board hires investment bankers and lawyers who are knowledgeable and experienced in those kinds of transactions... And the board decisions that come out of such a process… are really richly informed. They are motivated by a desire to serve the interests of the public shareholders who end up owning an investment in the acquired companies.”
Fraidin was joined by fellow panelists:
A transcript of the conversation was published in the Journal of Applied Corporate Finance.