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Ethics: It's Not Just for Lawyers Anymore

By Gary M. Brown
March 29, 2005

Last month's multi-million dollar settlements by the individual directors of Enron and WorldCom no doubt will exacerbate anxieties already being felt by corporate directors and increase instances of questions such as:

  • Is it safe to be a director of a public company?
  • What should I be concerned about when joining a board?
  • What can I do to protect myself as a director?

The answer to question one is an unqualified “yes.” In order to get that unqualified answer and in response to questions two and three, however, the mandate to directors is “do your job.” Sounds simplistic, but before you stop reading, those of you who were fans of the show L.A. Law should reflect on the first episode. In that tale, one of the firm's senior partners died at work in his corner office. Putting aside the ensuing struggle among the remaining partners over who would succeed to the office, consider what was said about the departed partner at his funeral: “There is one word to symbolize this man — fiduciary.”

I am confident that many of us found this humorous at the time. Upon reflection, however, are we able to describe with that same term (ie, fiduciary) many of the players of recently failed companies (eg, Enron, WorldCom, Tyco, HealthSouth)? If we could, would many of the outcomes have been different?

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