University of Pittsburgh

Douglas Branson on Hewlett-Packard

W. Edward Sell Professor of Business Law Douglas M. Branson comments on the Hewlett-Packard boardroom spying scandal in today's Pittsburgh Post-Gazette:

What then is to be done when a director allegedly has misbehaved? No witch hunt, for certain. No private detective or security firm. No sanctions. Instead, if a critical mass of directors has reason to suspect the honesty or integrity of a fellow board member, they should bite their tongues. Management simply should not renominate that person for re-election. Short of re-election, management could seek removal of that director at a special shareholders' meeting called for that purpose but that alternative would cost several hundreds of thousands of dollars in a modern publicly held company. Besides, the offending individual may be around for only up to 11 months. More likely, they will know when they are not wanted, resigning beforehand.
 Link:  http://www.post-gazette.com/pg/06269/724955-28.stm Professor Branson's op-ed first appeared at JURIST. Link:  http://jurist.law.pitt.edu/forumy/2006/09/built-to-last-corporate-governance-at.php
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