If you are a director or a board committee or special committee member, and you are relying on an internal investigation, or you are involved in or exercising oversight of an internal investigation, have you thought about the desired qualifications and characteristics of the investigator or of the people who are involved in or helping with the investigation?
If you are a director or a board committee or special committee member pursuant to the business judgment doctrine and various statutes you may rely on other people including information provided by other people (1) only if you believe those people are reliable and competent in the matters that they are addressing, (2) only if your reliance is in good faith, after reasonable inquiry as warranted by the circumstances, and (3) you do not have knowledge that would cause reliance to be unwarranted.
So what are the qualifications and characteristics that you might look for in a person who is going to perform an internal investigation on which you are going to rely? I say, what qualifications and characteristics you might look for, because no legal bright line or mandatory list exists. And, of course, no two internal investigations are identical.
The following are the initial questions that I would be asking, and the initial qualifications and characteristics that I would be evaluating. What do you think?
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