In House - The FindLaw Corporate Counsel Blog

5 Tips for 'Policing' Your Company's CEO

A CEO may be the highest ranking corporate officer, but they are not immune from liability for their actions (though they may act like it sometimes). Fortunately for them, getting fired can be just as lucrative as getting hired. However, where there are rewards, there are usually risks.

For in-house counsel, policing your company's CEO could prove rather helpful in preventing the next Uber-style CEO debacle. But what can anyone do to stop a CEO from behaving badly short of calling the authorities?

Below, you'll find five tips on what to do if you need to police your company's CEO.

1. "We Need to Talk"

If you can actually bend the ear of your CEO, do it. Don't put anything in writing. Don't even send an email requesting a meeting. If your CEO needs to be told what's what, do it face to face.

2. Beware the Board

While you might think reporting a CEO's bad actions to the board of directors will make a difference, you're probably wrong. Corporate boards of directors are notorious for not caring. Also, given that the board is likely made up of other CEOs, there's usually a "protect our own" attitude, which will make your tattle tailing unwelcome.

3. Early Internal Investigations

If your CEO's misconduct involves other employees, or government compliance, it may be a good idea to start an internal investigation as soon as possible. Oftentimes when management is aware of internal investigations relating to them personally, they will act on their best behavior, at least until the investigation is concluded.

4. Don't Do Anything ... Yourself

If you fear that monitoring your CEO could jeopardize your own job (and it probably would), then getting outside help, or convincing someone else to do it, while maybe lacking in spine, is a safer move than doing anything yourself. Even if it is known that you initiated it, you can maintain appearances by taking an attitude that you had to bring in outsiders because of your "legal," and "ethical," "obligations.

5. Don't Do Anything ... at All

You're an in-house counsel, not the company's, or the CEO's, parent. So long as it really doesn't fall under your purview to police the company CEO, keep your head down, cash in those stock options, and start looking for your next move.

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