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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 ( ).

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.


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 ( 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.
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Publication:Directors & Boards
Date:Mar 22, 2012
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