Governing Boards Education and Counseling

Most members of governing boards understand their fiduciary duties of due care, loyalty and obedience to the organization.  However, a much smaller number understand exactly how to exercise those duties in the fast paced, complex and litigious business environment, and to do so in a way that shields them from potential personal liability.  Ms. Di Benedetto has advised governing boards and board committees for over forty (40) years in a variety of high stakes matters, from multi-billion-dollar class action lawsuits to large dollar mergers and acquisitions to prudent investments in other companies.  She has also advised boards on day-to-day operational issues such as insurance coverage, governance versus management, bylaws and charters, negotiation of CEO agreements, reasonable compensation, oversight of major corporate activities such as ethics and compliance programs and cybersecurity, content of minutes, retention and recruitment of board members, new board orientation, the board’s role in establishing organizational culture, and board effectiveness reviews.  Ms. Di Benedetto’s approach towards governance is practical and designed to protect both the organization and its directors.   She guides the boards on what questions the board should be asking, and how to effectively manage the executive team while remaining in a governance oversight role, and now to most effectively utilize the board’s legal counsel.