Whither the role of Boards in general counsel selection, pay and evaluation

“I see an increasing desire on the part of boards to participate in the hiring of a general counsel. I think that the board needs to be more and more involved. This is in keeping with the recommendation of the ABA’s Cheek Committee which recommended more board involvement in the hiring, compensation and retention of the general counsel.” This vision of increased Board involvement comes from Met. Corp. Counsel, Vol. 17, April 2009 at 17, by Norman Veasey, the former chief justice of Delaware and now a partner at Weil Gotshal.

With all due respect to Judge Veasey, it may be that his perceptions are influenced by the focus of his legal counseling. He advises Boards, I believe, and therefore may be more likely to agree with ideas that strengthen their power.

For my part, unencumbered by facts although self-interested in a different direction (I support general counsel, in case you haven’t noticed), I feel CEOs ought to freely choose the senior lawyer they want at their helm. If they choose poorly, the Board can remedy that mistake. For Boards to intervene in bonus decisions and aspects of the general counsel’s remit is to micromanage inappropriately and to divert time from strategic issues unwisely.

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