I. INTRODUCTION
Widely known in business and academic circles as a corporate governance guru, Robert Clark, a professor and former dean of Harvard Law School, recently found himself in the middle of a boardroom imbroglio.1 Mr. Clark joined the board of directors of media conglomerate Time Warner Inc. ("Time Warner") in January 2004 as an independent member. In May 2005, Mr. Clark also joined, as an independent member, the board of directors of Lazard Ltd. ("Lazard"), an advisory investment banking firm whose chief executive officer ("CEO"), Bruce Wasserstein, was a longstanding business associate and personal friend of Mr. Clark.2 Shortly after Mr. Clark's appointment to the …