The general counsel of EMC Corp., Paul Dacier, interviewed for InsideCounsel, Feb. 2007 at 69, responded to a question regarding why the corporate secretary of EMC is an outside lawyer. Dacier explain that “we wanted someone that could give the board a different perspective.” The function was structured that way when Dacier joined the company in 1989 – when the company had one patent lawyer and no other lawyers on staff. Its legal complement now numbers 70 lawyers.
I do not understand the unusual outsourcing of the corporate secretary function, and tradition is not a good rationale. Perhaps the functions of the outside lawyer are more circumscribed than those of a typical in-house corporate secretary. Otherwise, to track subsidiaries, prepare board books, deal with corporate housekeeping and governance like minutes and consents, stroke directors, and handle other corporate-secretary functions is better suited for in-house lawyers and staff.