Printer Friendly

A central figure in the boardroom.

From Indispensable Counsel by E. Norman Veasey and Christine T. Di Guglielmo. Copyright [C] 2012 by Oxford University Press Inc. Published by Oxford University Press (www.oup.com ).

WE WRITE ABOUT CORPORATE LAW HERE to a greater extent than other laws, for this reason: corporate law is the overarching law; it is the elephant in the C-Suite and the boardroom in many discussions of strategy, risk, and a broad spectrum of legal consequences. The chief legal officer is called upon to counsel management and directors on their fiduciary duties as they navigate legal concepts. To be sure, the CLO and her department must advise the corporate constituents with respect to other laws (such as antitrust, environmental, employment, etc.). But, at the end of the day, corporate law, corporate governance, and securities laws (particularly disclosure obligations) often predominate the conversation in the executive suites and may be the analytical framework for the consideration of other laws.

[ILLUSTRATION OMITTED]

The general counsel is often a central figure in the boardroom, interacting with the entire board of directors, committees of the board, and individual directors. As part of these interactions the general counsel advises the corporate constituents on their fiduciary duties, which form the under-girding of discussions in many legal or ethical contexts.

Life in the boardroom is not black and white. Directors and officers make decisions in shades of gray all the time. The general counsel, in advising the board, must help them navigate those shades of gray. A "clear" law, in the sense of one that is codified, is simply not a realistic expectation in American business. There can be no viable corporate governance regime that is founded on a "one-size-fits-all" notion. Fiduciary law is based on equitable principles in specific factual settings. Thus, it is both inherently and usefully indeterminate, because it allows business practices and expectations to evolve. And it enables courts to review compliance with those evolving practices and expectations.

E. Norman Veasey is a senior partner at Weil, Gotshal & Manges LLP (www.weil.com) and is the former Chief Justice of the Delaware Supreme Court. Christine T. Di Guglielmo is an associate at Weil, practicing corporate and litigation matters.
COPYRIGHT 2012 Directors and Boards
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2012 Gale, Cengage Learning. All rights reserved.

Article Details
Printer friendly Cite/link Email Feedback
Publication:Directors & Boards
Date:Mar 22, 2012
Words:362
Previous Article:What you bring to the world.
Next Article:From public service to public company: recruiting former government officials and retired military officers as directors.
Topics:

Terms of use | Privacy policy | Copyright © 2018 Farlex, Inc. | Feedback | For webmasters