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The US Supreme Court last month said it would consider a case that raises questions about whether a state can shield a public college and other state entities from claims by moving a lawsuit from state to federal court. The case involves Paul D. Lapides, a professor at Kennesaw State University, who is suing two college officials and the Board of Regents of the University System of Georgia for damages in a defamation lawsuit.

[Paul Lapides] isn't suggesting these lightweights are crooks. He's simply doing the math: Only in recent years have big universities begun to offer director-education programs. And while demand for them has skyrocketed lately, Lapides still estimates that no more than 10,000 of the 100,000-plus U.S. directors have been through a rigorous program.

Mr. [Paul Lapides], a professor in the Georgia state university system, sued the Board of Regents of the University System of Georgia and university officials for such an alleged defamation. He brought his suit in a Georgia state court. Because of a thing called sovereign immunity, a legal doctrine that shields states from litigation. In Mr. Lapides' case, the state conceded that a Georgia statute had waived the state's sovereign immunity in state court. But in the federal district court, the state asserted that it still had immunity under the 11th Amendment to the Constitution.

\"First Security's 2008 performance directly impacted the compensation of our executive officers,\" Mr. Lusk said. \"Our compensation committee, comprised entirely of independent directors, decided not to grant any bonuses or other incentive compensation based on our performance, and to not award any increase in the base salary of our executive officers. As a result, our executives' cash compensation fell by over 12 percent in 2008 from 2007 levels.\" None of the top three executives, who in 2008 also included Lloyd L. \"Monty\" Montgomery III and William L. \"Chip\" Lusk Jr., received a cash bonus for the year, according to the proxy statement. Mr. Montgomery left the bank earlier this month though he remains a director.

Even after the sexual harassment complaint was raised, [Paul Lapides] was apparently considered a standout professor at KSU. In December 1997, Timothy Mescon, dean of the business college --- who later would be a named defendant in one of Lapides' lawsuits --- wrote a glowing evaluation of Lapides, endorsing his candidacy for tenure. In 2000, Lapides shared the university's Distinguished Service Award with a colleague.

Professor Paul Lapides sued the board and KSU officials in Cobb Superior Court in March 2000, claiming they slandered and defamed him while investigating a student's sexual harassment complaint. The investigation found no support for the complaint. His ruling was reversed by the 11th U.S. Circuit Court of Appeals. The Supreme Court will consider whether a state waives its 11th Amendment immunity by moving a case to a federal court. David J. Bederman, a professor of law at Emory University who will be Lapides's lead attorney before the Supreme Court, said the 13 U.S. circuit courts are, in fact, split on the issue.

It's a case that has involved everything from [Paul Lapides]' allegations of a conspiracy by superiors to run him off campus to a police report in which a student accused Lapides of threatening her with a gun. Cobb County police investigated but filed no charges, and no action was ever taken against Lapides. Lapides, desperate to clear his name, began pursuing the records in 1997 after a sexual harassment complaint was filed against him. The complaint was dismissed after a university investigation. But Lapides learned that school authorities had said they uncovered other informal allegations of harassment against him, which were contained in files. One file Lapides was able to obtain had a reference to a 1998 police report that quoted a female student saying Lapides made death threats against her. A Cobb police detective found no evidence to support the woman's story. Lapides said it was the first he had ever heard of that allegation and said police never interviewed him.

I don't get much argument on this subject from Paul Lapides, who runs the Corporate Governance Center at Kennesaw State University. He has been concerned for years about the level of smarts among directors, estimating that 80 percent would fail a basic test. We're talking the corporate equivalent of a driver's license exam that covers the purpose of the board and the director's role in a corporation. Lapides isn't suggesting these lightweights are crooks. He's simply doing the math: Only in recent years have big universities begun to offer director-education programs. And while demand for courses has skyrocketed lately, Lapides still estimates that no more than 10,000 of the 100,000-plus U.S. directors have been through a rigorous program. Paul Knite, a new director who sits on the audit committee at Hughes Supply in Orlando said he recently attended a three-day conference specifically for audit-committee members and has participated in audit-committee roundtables. Knite, who is a retired partner in an accounting group, plans to attend another directors forum in the near future.

These boards also share directors with smaller Carolinas companies and out-of-state firms. Bank of America Corp., for example, shares two directors with Alltel Corp. and two with Observer parent Knight Ridder. Nationwide, 78 percent of Fortune 1000 companies share at least one director with another company in the group, and there are 441 pairs of shared directors, according to University of Michigan research. Former UNC Chapel Hill business dean Paul Fulton, who sits on three Carolinas Fortune 1000 boards, says it's \"really off base\" to conclude that tight social and business links among directors undermine independence. None of the new rules prohibits directors from serving together on multiple boards. CEOs can still serve with their directors on other boards, and they can still serve on each other's boards.

At issue in the oral argument was whether Georgia abused its constitutional immunity by requesting that the case be moved to federal court and then claiming immunity from prosecution there under the 11th Amendment. In most cases, the 11th Amendment prohibits an individual from suing a state in federal court. The appeal stems from a lawsuit by Paul Lapides, a professor at Kennesaw State University against three KSU officials and the Board of Regents of the University System of Georgia. He accuses the school of slander, defamation and discrimination over the way it handled a sexual harassment claim against him. After the arguments, Lapides' lawyer, David Bederman of Atlanta, said he was pleased that the justices asked so many direct questions about Georgia's litigation strategy.