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PROFESSORS QUINN CURTIS and MICHAL BARZUZA teamed up to look at corporate governance practices.
Multiple CORPORATE Boards, Multiplied POWER NEW RESEARCH by
business law experts Michal Barzuza and Quinn Curtis indicates that directors who serve on corporate boards play a significant role in the propagation of governance practices. Their recent article, “Board Interlocks and Outside
Directors’ Protection,” uses research in the aftermath of the Schoon v. Troy Corp. decision in the Delaware Court of Chancery to illustrate the phenomenon. Previously directors may have assumed that their rights to indemnification and advancement could
not be changed retroactively, but Schoon showed that this was not a safe assumption. How corporations responded to Schoon was telling. “We hand-collected changes to firms’ bylaws and disclosures about indemnification contracts to see what changed,”
Barzuza and Curtis said. “We found about half of firms responded, protecting their directors, and half didn’t, leaving their directors unprotected. Eventually, Delaware changed the law to reverse Schoon, but many firms left directors unprotected
in the interim.” Firms’ responses to Schoon tended to spread through interlocks—when a director serves on more than one board. “It may be that outside directors benefit from being able to draw on the knowledge and leverage from their inter-
UVA LAW Director of Financial
HONORED BY LAMBDA 12 UVA LAWYER SPRING 2016
Aid Jennifer Hulvey was named the recipient of Lambda Law Alliance’s Alvarez-Coughlin Award for 2015 to honor her commitment to diversity. The award, named after its first honorees, Professor Anne Coughlin and Law School Foundation President and CEO Luis Alvarez Jr. ’88, is given to those who have displayed “extraordinary efforts” on behalf of the LGBT community by “creating an open, supportive and welcoming environment for diversity” at the Law School, the University as a whole, and beyond. The award will be presented to Hulvey in the fall during the biennial Lambda Law Alliance dinner, which brings together students, alumni supporters and employers.
locking board seats,” Barzuza and Curtis said. “Another implication of this research is that it looks like, at least at some firms, outside directors had to fend for themselves to some degree.”
DONALD H. YEE ’87, who
TOP SPORTS AGENT YEE’S ADVICE
represents top athletes such as NFL quarterback Tom Brady, said the transformation of sports into an ever-increasing variety of consumer choices is also changing the role of attorneys in the field. The comments were part of his keynote address at the 2016 Sports and Entertainment Law Symposium, held March 25 at the Law School. Challenging students in attendance, he asked, “Is there a way that you can conduct your business and do so where you keep an eye out for the performance?” Other participating alumni included Tom Ostertag ’81, a Major League Baseball senior vice president, and Bob Latham ’83, a partner at Jackson Walker and chairman of USA Rugby.