Law.com Subscribers SAVE 30%

Call 855-808-4530 or email [email protected] to receive your discount on a new subscription.

Business Crimes BulletinKickerFeaturesTopicsCommercial LawSectionsNewsLJN Newsletters

The Case for the GC

By Victoria Reese and Stephen W. Beard
April 02, 2015

In a time of increasing regulatory risk, global complexity and shareholder activism, the role of the corporate general counsel in the boardroom has never been more important. Yet, companies have been slow to recruit general counsels or seasoned attorneys to serve as independent directors. Among the nearly 3,900 independent directors of publicly traded Fortune 500 companies just 5.1% are or have been general counsels.

Why such low representation? Some of it is based on questionable logic. “We already have a GC in the room,” goes one argument. “We don't need another one.” Of course, most boards already have the benefit of the perspective of the company's CFO in the boardroom, but that does not deter them from recruiting outside CFOs to serve as independent directors. In fact, CFOs and former CFOs account for 16.5% of independent board seats among the Fortune 500. Though some of the relative over-representation of CFOs compared with GCs can be attributed to the Sarbanes-Oxley requirement that a Board's audit committee include at least one “financial expert,” the unique experience and insight of a GC clearly is undervalued when boards consider new candidates.

This premium content is locked for LJN Newsletters subscribers only

  • Stay current on the latest information, rulings, regulations, and trends
  • Includes practical, must-have information on copyrights, royalties, AI, and more
  • Tap into expert guidance from top entertainment lawyers and experts

For enterprise-wide or corporate acess, please contact Customer Service at [email protected] or 877-256-2473

Read These Next
The DOJ's Corporate Enforcement Policy: One Year Later Image

The DOJ's Criminal Division issued three declinations since the issuance of the revised CEP a year ago. Review of these cases gives insight into DOJ's implementation of the new policy in practice.

The DOJ's New Parameters for Evaluating Corporate Compliance Programs Image

The parameters set forth in the DOJ's memorandum have implications not only for the government's evaluation of compliance programs in the context of criminal charging decisions, but also for how defense counsel structure their conference-room advocacy seeking declinations or lesser sanctions in both criminal and civil investigations.

Use of Deferred Prosecution Agreements In White Collar Investigations Image

This article discusses the practical and policy reasons for the use of DPAs and NPAs in white-collar criminal investigations, and considers the NDAA's new reporting provision and its relationship with other efforts to enhance transparency in DOJ decision-making.

Bankruptcy Sales: Finding a Diamond In the Rough Image

There is no efficient market for the sale of bankruptcy assets. Inefficient markets yield a transactional drag, potentially dampening the ability of debtors and trustees to maximize value for creditors. This article identifies ways in which investors may more easily discover bankruptcy asset sales.

Compliance Officers: Recent Regulatory Guidance and Enforcement Actions and Mitigating the Risk of Personal Liability Image

This article explores legal developments over the past year that may impact compliance officer personal liability.