Publications

Corporate Partner Rajib Chanda co-authored an article for BoardIQ, a Financial Times publication, “Opinion: Lessons for Directors From Axa Fee Case Decision.” The article discusses the decision in favor of Axa Equitable in the first excessive fee case to go to trial in seven years. The plaintiffs critiqued the Axa funds board for appointing an interested chairman, arguing that the SEC’s governance rule changes for funds would have required independent chairs. The decision illustrates, they say, that boards can still appropriately use a structure that has an interested chair and no lead independent director as long as they are mindful of the board’s overall independence and take steps to ensure that independent directors are actively involved in setting meeting agendas. The article also highlights practices that boards may want to consider as precautionary measures, such as indexing materials in their annual contract review process to the so-called Gartenberg factors to improve their ability to evaluate contract approval materials and adopting a formal policy regarding certain board-related expenses, such as dinners in connection with meetings. 

To read the complete article, please click here (subscription required).