Resignation from a board raises questions of duty, disclosure and personal
exposure.
Timing. A director who resigns to avoid participating in a decision does not
escape responsibility for prior conduct, and resignation does not terminate
duties owed in respect of the period served.
Duty to speak. A director aware of misconduct who resigns silently may be
criticized, and in some circumstances may have obligations to report — to the
board, to the auditors, or in regulated entities to the regulator.
Written resignation stating the effective date and the offices resigned,
delivered as the governing documents require.
Statement of reasons. For a public company, disclosure is required and the
departing director may furnish a letter for filing. For a private company, a
written record of the reasons protects the director if the matter is later
examined, and it should be factual rather than argumentative.
Continuing rights. Indemnification and advancement for prior service, and
directors and officers coverage, confirmed in writing before departure.
Records. Whether the former director may retain or access board materials —
generally limited after departure, subject to a right in some jurisdictions to
access records needed to defend claims. Address it in the resignation
correspondence.
Independent counsel where the departure follows a disagreement about
conduct.
