The August edition of Chief Executive magazine ran an interesting article (”Crashing Boards: Telling the soundrels from the fakes,” by Joe Queenan) about the rise of phonies in our society. It notes that the movie Wedding Crashers has inspired wedding parties to “routinely hire guards to inspect guests’ credentials and make sure no pranksters slip through.”
The interesting part is that, apparently, pranskters (I prefer the term phonies) have made their way into several corporate board rooms. “Some board crashers are little more than industrial spies who pretend to be directors to gather valuable intelligence for the firms that employ them. But most of the board crashers are doing it just for laughs.”
In my mind, this raises of question of liability. Directors owe fiduciary duties to the corporation. Shouldn’t that include knowing the identity of fellow directors? The author notes that a sense noblesse oblige discourages real directors from confronting phony directors. And if confrontation occurs, there’s no telling the result….
Quoting an retired octogenarian director, the article retold an amusing story. “There was one feller down at the far end of the table who kept rattling on and on about maximixing shareholder value, something we never, ever did at meetings. Well, the way he carried himself just didn’t sit right with me, and finally I got right in his face and asked who the hell he was. Damned if it wasn’t Donald Trump himself. Guess my eyesight isn’t what it used to be.”
My thinking is that if shareholders elect directors to run a company, the least a director can do is risk a little embarrassment and ask “Who are you?” Failure to do so may open the gate to an enterprising plaintiff’s attorney …
