Tuesday, July 12, 2011

Blackberry-Wielding Board Members Beware

As a victim of my own inability to wrench myself too far from my computer, it didn't surprise me to read the results of a Stanford study showing that placing oneself squarely in the path of too many streams of electronic info will screw with the ability to focus, to switch easily from one job to another, and even to control memory.  

My students often show up to class wired for music, facebook and texting.  While I don't control the computer time during group work, I have a rule that electronics are stowed away while class is otherwise in session.  Despite the speculation that today's young people, born with mouse in hand, can multitask like nobody's business, I don't believe for a minute that students can  absorb what's going on in my classroom while playing games on their cell phones.  In fact, one student was so oblivious that I quietly walked up behind her and whispered, "So what game are you playing?"  She answered me, equally quietly, as though keeping it down so as not to attract the instructor's attention, while her team members looked on in amusement.  

We all know electronic multitasking while driving can get you - and other unwitting drivers unlucky enough to be nearby - killed.  But we don't usually think of indoor multi-tasking as carrying legal and ethical ramifications.  It turns out that the sort of inattention my student displayed while playing her game can have serious ethical and potentially legal ramifications if you choose to multitask when you ought to be minding your fiduciary duties - say, in a Board of Directors 

F. Daniel Siciliano ,a faculty member at the Rock Center for Corporate Governance at Stanford University, and Katharine Martin, a partner at Wilson Sonsini Goodrich & Rosati, suggested recently that conscious inattention to an important decision by a person with a fiduciary obligation might be considered bad faith, and a breach of fiduciary duty.  
According to Martin, "[A] corporate board member sending e-mails on his or her Blackberry, tablet, or PC while the board is in session could create liability for damages if a decision the board comes to is a bad one. Because electronic devices leave a distinct trail of digital evidence, it could be possible for a plaintiff to establish that the member was not paying attention when an important vote was taken."
Wow.  Being a blackberry-wielding board member never seemed so fraught with danger.  Something to think about.
You can read more from Siciliano and Martin in an article by Miriam Schulman by clicking here.

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