Two Governance Studies Confirm Expanded Role for General Counsel

Within the space of less than one month in 2016, two important commentaries on corporate governance were released by two constituent groups. Both propose thoughtful suggestions on a wide variety of governance elements that are relevant not only to publicly traded corporations, but also to many privately held companies and sophisticated non-profits. Their release is indicative of the increasing level of discussion about corporate governance issues 15 years after Sarbanes-Oxley.

The first, released last July, is “Commonsense Principles of Corporate Governance,” prepared by a consortium of leading corporate executives and one shareholder activist. The second commentary was the 2016 edition of the well-known “Governance Principles” series from The Business Roundtable.

These two sets of commentaries have implications for the board with respect to the changes they propose from current accepted practice, and what their combined release suggests about the evolving state of corporate governance in America. These are implications that the general counsel is well equipped to address, and the release of these commentaries illustrates the breadth of areas in which today’s general counsel is well qualified to advise corporate leadership.

Providing advice on these important governance developments can help confirm, in the mind of the board and senior leadership, the evolution of the general counsel’s role beyond technical advisor, to also include wise counselor and management business partner.

This will be particularly important as corporations confront new corporate responsibility concerns arising from increased government oversight and regulation.