Director Independence: Overview and Recent Developments (Volume 58, Number 13—July 16, 2025)
Author: Rory A. Leraris.; Kyoko Takahashi Lin.
Source: Volume 58, Number 13, July 15 2025 , pp.163-178(16)
Abstract:
This article provides an overview of the legal and regulatory standards governing director independence for U.S. public companies, with a focus on SEC rules, NYSE and Nasdaq listing standards, Delaware law and proxy advisory firm guidelines. While formal “bright-line” criteria exist for different regimes, companies should note that independence determinations are highly fact-driven and context-specific and are ultimately a product of judgment.Keywords: Delaware General Corporation Law (the “DGCL”); Listing Standards; Independence Requirements; SEC Disclosure Requirements; Proxy Advisory Firms; Director Independence under Delaware Law
Affiliations:
1: Davis Polk & Wardwell LLP; 2: Davis Polk.