Joining a Board of Directors

By Robert Adelson on 20 March 15   Executive Employment
Executive Employment and Business Attorney

Joining a board of directors as an executive can be rewarding, yet has its pitfalls. Boston Executive employment attorney Robert Adelson serves the role of an employment advisor to help executives weigh the costs and benefits of joining a board, as well as negotiates their compensation package. The many benefits of joining a board include but are not limited to lucrative stock and options, networking opportunities and access to a new source of information. However, despite these rewarding benefits, an executive who joins a board takes on a large task – one which, if left unfulfilled can expose them to shareholder lawsuits.

In November of 2013, executive Maxwell Vanderburgh* was asked to serve on a board of directors for an outside company, Mr. Vanderburgh’s C-level executive experience, knowledge and day-to-day management made him the perfect man for the position. When making his decision, Mr. Vanderburgh called on executive employment attorney and advisor Robert Adelson to help him advise the position and negotiate his terms. Attorney Adelson expressed the importance of understanding his rights and duties on the board and potential liabilities he could be exposed to. After Mr. Vanderburgh weighed the pros of cons of this position and realized serving on a board would advance his career and be a rewarding experience the two sat down to negotiate. Upon negotiating Maxwell Vanderburgh’s compensation package, Attorney Adelson implemented proper protections to limit risk exposure and negotiate lucrative stock and options. To ensure protection, Attorney Adelson made sure that there was proper liability insurance in place to protect executive Maxwell Vanderburgh in the event of any suit.

When negotiating the executive’s compensation package, Attorney Adelson explained the responsibilities that must be upheld by a board director; most importantly being a director’s fiduciary duty. This duty is comprised of three separate duties: a duty of care, a duty of loyalty and a duty of candor. In short, these duties require the executive to make informed decisions, act in the interest of the organization it is representing and always provide correct information to shareholders.

Executive employment attorney Robert Adelson was able to help and advise CEO Maxwell Vanderburgh on his decision to become a board director. Attorney Adelson also worked with Mr. Vanderburgh, hands on, throughout the stages of negotiation so Mr. Vanderburgh would receive a compensation package that would be rewarding as well as protect him from any potential suit.