Best practices for bidding adieu.

• Position: EDITOR'S NOTE

SHORTLY BEFORE CHRISTMAS last year three directors resigned from the board of Eastman Kodak Co., all in one week. Hmmm. Kodak's financial problems were well disclosed by that time, but to see three board members head for the exit raised questions in my mind about whether this was a bankruptcy "tell." (Yes, as things turned out.) And thus was born the idea for this edition's cover story on "When to Resign from a Board."

Whether to resign in advance of a bankruptcy filing (see page 23) turned out to be one major component of our examination of board resignation best practices. Gerald Czarnecki keynotes this special focus with a well-delineated list of top reasons to bid adieu to a company board (page 17). Charles Thayer offers some sound thinking on not "kicking the can" about the decision to resign, both by the individual himself or herself and by one's fellow board members (page 18). We then turn to legal colleagues for specialized counsel on disclosure obligations (page 21) and on the wisdom of a preemptive move in advance of an IPO filing (page 25) as well as the aforementioned bankruptcy declaration. As Gerry Czarnecki notes, resigning from a board "is as important and difficult a decision as the one we make when we join.' Indeed, and this package of briefings is a worthy resource to help guide you through that decision should it arise.

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