A Radiology Mistake . . . .
When I was 13, I had severe hip and joint
pain, and no doctor could figure out what
was wrong. They were even telling me to
exercise more for a painfully long time.
Finally, I found out I had a slipped capital
femoral epiphysis in my hip -- previously
missed by a radiologist.
I could not have had a better experience
than with Tyler Goldberg-Hoss. He guided
me through every step and never talked
down to me or my parents. With the
settlement I received, I know my medical
needs will be taken care of in the future.
Andrew M., Everett, WA
Tyler Goldberg -Hoss
Partner Medical Malpractice. It’s All We Do.
Dysfunctional or Merely
If a good board member is one who is
engaged, prepared, knowledgeable, and
professional, what makes someone a bad
board member? Certainly not just challenging management and pushing on
issues with his or her colleagues. By law,
board members are required to exercise
independent judgment and to take their
fiduciary responsibilities seriously.
While reasonable minds may differ,
these are the most commonly cited con-
•;An ill-fitting background;relative;to
the company’s business.
• Intellectual limitations that prevent
distracted by the wrong issues.
• Integrity or character concerns involving civil, criminal, regulatory, or
If you search online for “bad,” “
terrible,” or “worst” and “board members,”
you’ll find colorful stories involving
dominators, sleepers, and all types of
characters in between. But behind each
of these amusing anecdotes is a board
that may not be fully meeting its legal
obligation to oversee the management of
the business in the best interests of the
corporation and its shareholders. Since
the Sarbanes–Oxley Act was enacted in
2002, expectations for boards and their
directors have only increased. When one
or more directors is distracting the board
or otherwise holding it back, the board
might be more at risk for not meeting
“Can We Fix This?”
While board dysfunctions are generally
problems for the board chair, independent lead director, or CEO to recognize
and fix, for better and for worse, these
types of problems are rare enough that
not every board chair, independent lead
director, or CEO has much experience
dealing with them.
General counsel and senior outside
counsel can help their clients’ boards understand their options for preventing and
correcting board dysfunctions. In fact, as
an officer, a company’s general counsel