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Should GCs Move to the Company Board?

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By Jonathan R. Tung, Esq. on January 19, 2016 3:01 PM

Gone are the days when general counsel simply served a company as the consummate legal stick-in-the-mud. As the world of business becomes more complex, GC skills are now needed more broadly, at higher levels, and earlier.

Let the Professionals Handle it

Ever since the economic downturn of 2008, increased globalization, stiffer business regulations, and overall business uncertainty, GCs and in-house counsel jobs became a whole lot more complicated. Sure, in-house is the law student's new brass ring, but now you really gotta work for it.

Prophylaxis, Not Treatment

The usual strategy with regards to handling legal matters at the company level is for the GC to tend to a legal problem after the issue has already begun unfolding. Unfortunately, today's bevy of local business rules, tax rules, etc., all have a tendency to make this "after-the-fact" fix-it strategy a thing of the past.

At least for some companies, it makes good business sense for GCs to become more involved in business policy formation at a very early stage. The GC is becoming less and less an officer or counsel of the company, and more and more an actual sitting member on the board itself. Of course, not everyone agrees.

Conflict Issues?

Usually, general counsel reports issues to the CEO and other executive officers. However, a structure that allows for the GC to play a more active role within or alongside the board presents special issues of potential conflict. It's best to strictly define the exact role of the GC. Things are changing, but the GC's client is always, first and foremost, the company.

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