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This article argues that the characterization of certain corporate actors as ÔÇ£independentÔÇØ misconstrues the realities of corporate governance and misleads investors into a false sense of security Using the Model Business Corporation Act and Delaware's laws as examples it explores how state law has eroded investor protection Given the role of directors the author argues it is unrealistic to expect them to have the time or independence to undertake their tasks in a way that protects investors The article also considers issues in defining independence Additionally the article explores the federal SarbanesOxley Act and its reliance on independence in relation to auditors and audit committee members and challenges the use of the term ÔÇ£independentÔÇØ and the effectiveness of that statute

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