Corporate Governance, Business Law & Ethics Assignment
Please read the Case Study: Circon (A) given to you and answer the following questions:-
1. What motivated Circon Chairman and CEO Richard Auhll? What are his incentives (financial or non-financial) that strongly aligned his interests with those of the shareholders?
2. Comment on the series of actions taken by Auhll after receiving the telephone call from U.S. Surgical CEO Leon Hirsh. Do you think they were legal? Do you think they were ethical? What do you understand by directors' duty of loyalty and care and how is the concept applicable in the present case?
3. Examine the roles played by George Cloutier and Charles Elson. In what ways were they different? If you were George Cloutier, would you have agreed to be on the board? What role would you play? If you were Charles Elson, how would assess your situation and what were your options?
4. How were the non-executive directors recruited onto the board? How would that affect their independence? Would the relationships they have caused them to be considered non-independent under US NYSE/NASDAQ listing rules today? How do you think independent directors should be appointed and elected to the board?
5. At the board meeting at the end of the case, what options were available to the board? Which appeared to have been the most attractive? How should the board have implemented this option?
6. In the case, it was stated that the board majority felt that it was important for the CEO to be a board member too. Do you agree? What are the pros and cons of having the CEO being a board member?
7. Assess the structure of the board (particularly in terms of composition and leadership) against current "best practices" such as those in the US and other jurisdiction. In the US, how would the Dodd-Frank Act change some of the board structure and practices?
8. There is a general view that shareholders in the US have few rights and powers. Based on the Circon's case, do you agree? Do you think there are certain decisions, such as adoption of poison pills and approving a takeover, that should be left solely to shareholders to decide?
Attachment:- Assignment.rar