Director Independence: Beware of Who Your Friends Are

Baker Bott’s recent client alert discusses board director independence. The Securities and Exchange Commission recently settled charges against James R. Craigie, a former CEO, Chairman and board member of Church & Dwight Co. Inc., for violating proxy disclosure rules by standing for election as an independent director while concealing from the Company’s board of directors his close personal friendship with a Company executive. This caused the Company’s proxy statements over multiple years to contain materially misleading statements in violation of the Securities Exchange Act of 1934, as amended. Read the full alert here.