Your - And Your Directors' - Corporate Governance Role

Wednesday, September 1, 2004 - 01:00

Al Driver, Editor
The Metropolitan Corporate Counsel

Returning from vacation is a return to reality. It is an ideal time to consider what our careers are all about and what we are contributing. When we chose to become corporate lawyers, we may have felt that, while our work was very important, we were another cog in making it possible for our companies to be successful in the marketplace - we kept the corporation from getting bogged down in legal problems. Although we knew that we had an ethical duty to see that fraud and legal violations by management were brought to the attention of the board if they were not resolved at lower levels, we really didn't think that we would ever be faced with this challenge.

The scandals converted what for many of us seemed remote from our lives into something much more immediate. The unfolding stories of management wrongdoing triggered a series of changes that resulted in corporate counsel being legally required to play a key role in the governance of their corporations. Reporting their concerns up the ladder was not only an ethical obligation, but also became, under Sarbanes-Oxley, a federal requirement.

This and other developments combine to put corporate counsel at the center of their corporation's legal compliance system and to make the general counsel responsible for assuring the board and audit committee of the effectiveness of that system. In this and subsequent issues, we will build a record that will enable general counsel to effectively articulate the nature of the role that she is required to play and to support the need for the status, staff and other tools required to play that role.

In tandem with our coverage, our supporting law firms, in a spirit of partnership, are sponsoring a series of seminars in areas around the country with high concentrations of corporate counsel. These seminars are designed to serve the needs of corporate counsel by enabling those who have written for us and prominent corporate counsel to share their thinking with local audiences and to provide them with a benchmarking opportunity. The first such program will take place on October 14 in New York. See page 40 for details.

It is critically important that corporate counsel understand not only their own role in corporate governance, but also that of the directors. PLI will present an important program on October 14 and 15 that focuses on the new responsibilities of the directors, including the role of those who counsel them, and features distinguished speakers who are well known to our readers. See the description of the program on page 79. As in the case of corporate counsel, recent developments have reinforced the longstanding principle that the directors have a primary allegiance to the corporate entity. Given the dynamics set in motion by the new corporate governance framework, it is inevitable that the directors and corporate counsel will form an even closer partnership to protect the corporation.