In House - The FindLaw Corporate Counsel Blog

Handling a CEO Who Thinks He Is Above the Law

Some people will do anything as long as they can get away with it.

If that somebody happens to be the chief executive officer, it can be a bigger problem than just one person. Bad behavior can literally take down a whole company.

If you are the general counsel, now it's your problem. So what to do with a CEO who thinks he or she is above the law?

Inside Counsel

The good news is, you have a chance to right the ship before the captain goes down with it. Sometimes, it's about timing.

One time, the CEO of an oil company called me from jail. He was there on a misdemeanor charge.

We got out of it, but it provided a "teaching moment." Things change for a man who goes from wearing a pin-striped suit to wearing an orange jump suit.

The lesson is to catch the CEO when he or she is ready to listen -- before they get caught doing something that can't be fixed.

Outside Counsel

If the CEO won't listen to you, then it's time for a second opinion. Hire an outside firm to look into things.

While outside attorneys should use independent judgment, it's a good idea to give them a heads-up about the problem and some guidance about how to handle it.

For example, egotists often cannot accept critical assessment. To get around that kind of CEO, it may work better to focus on the problem more than the person.

But at some point -- even for minor peccadilloes -- somebody has to tell the boss that he or she is not above the law. Hopefully, it won't be a man or a woman in a black robe explaining it.

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