“Ideally, the general counsel should report to the board of directors” (?)

In Winning Legally: How to Use the Law to Create Value, Marshall Resources, and Manage Risks (Harv. Bus. School Press 2005) at 61, Prof. Constance Bagley of the Harvard Business School writes: “Ideally, the general counsel should report to the board of directors to ensure a clear line of communications.” This prescription comes in the middle of a chapter on compliance and corporate governance.

It’s unclear whether Bagley means “report” in the sense of communicate directly to the Board of Directors what its members should learn or whether it means being managed, evaluated, compensated and otherwise supervised by the Board. If the latter meaning, and the CEO is not the “boss” of the general counsel, then I do not understand Bagley’s recommendation. If her point is that a general counsel ought to have unfettered, direct access to board members, I understand.

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