(FORTUNE Magazine) – The law of unintended consequences spares no one, not even the sincerest lawmakers and regulators. So let's brace ourselves for the real effects of the recent well-intended efforts to fix the crisis of confidence in American business.

Start with the central question of who will serve as corporate directors. The accepted wisdom is that the buck stops with the board. The wisdom holds further that the best directors are independent, not beholden to management or any other interest except what's best for the shareholders. It all makes sense.

So the New York Stock Exchange has sensibly required that all companies traded there must have boards with a majority of independent directors, and only those directors may serve on the most important board committees--audit, compensation, and nominating and governance. The trouble doesn't start until we reach the question of who's independent, which the NYSE says is someone who "has no material relationship with the listed company."

Obvious first problem: That would include major shareholders. Since protecting the shareholders is the board's primary job, it seems odd in the extreme to exclude them from important committees. Confronted with this observation, the NYSE has since "clarified" its rule to say that owning a big chunk of stock "is not necessarily a bar" to being considered independent. But in today's climate many companies will hesitate to wage a battle, even if completely justified, over the NYSE's first major new rule since the scandals broke.

The question persists: Who's independent? Suppose a self-made billionaire sits on the board of a corporation with which his own company does "material" business (by the standards many boards are adopting, that means more than 1% of his outfit's sales). No matter how great his insight, energy, or personal integrity, he's not independent under the rules. Suppose a board includes a college professor with no material relationship to the company--except that the board fees constitute a significant portion of his income. Under the rules he's independent. Suppose the principal of the school attended by the CEO's kids is on the board, as at Disney. He's independent. But a representative of a pension fund owning millions of shares? Maybe not. So the first unintended consequence we may see is a shift in who serves on boards; whether it will benefit shareholders is far from certain.

Who will serve on the audit committee, which may be the most critical committee of all? The Sarbanes-Oxley law requires that this board committee include at least one "financial expert," and while the law instructs the SEC to define the term, which the commission intends to do in January, the law frames the definition pretty closely. Based on the language in the statute, Alan Greenspan would not qualify as a financial expert. Warren Buffett apparently would not qualify either. The reason, essentially, is that neither man has been an accountant, an auditor, or a CFO, though it's hard to imagine either man failing to lead an audit committee quite effectively.

Still, someone will have to be designated as each committee's financial expert, and that designation may be a big bull's-eye painted on the lucky winner's back. Many directors worry that the designated expert could attract extra attention in shareholder lawsuits. ("Isn't it a fact, sir, that when those off-balance-sheet, offshore, payment-in-kind special-purpose entities were structured, you were the audit committee's financial expert?") Not a job many people will covet.

The best change that could come from the reforms would be to make boards less passive and more active. Yes, boards could go too far in that direction, but most are a long, long way from overactivity as a problem. The worst unintended consequence would be a change in what most boards focus on, which ought to be taking risks and creating wealth.What could distract them from that? The Sarbanes-Oxley Act is 70 pages long. The new NYSE standards are 42 pages. I spoke recently with an audit committee chairman who said that at the committee's latest meeting, 18 lawyers were in the room.

After the scandals of the past 15 months, certainly something had to be done. The new reforms are, inevitably, gross and clumsy, focusing on what can be observed and measured rather than on what's most important--in this case, the board's culture and the directors' character, energy, courage, experience, and insight. If directors take their eyes off their real job and instead become consumed with compliance, shareholders on the whole will be worse off--the last thing anyone intended.

GEOFFREY COLVIN, the editorial director of FORTUNE, can be reached at gcolvin@fortunemail.com. Watch him on Wall $treet Week With Fortune, Friday evenings on PBS.