Is it the right of a Board of Directors to evaluate and replace a general counsel?

An article in Corp. Bd. Mbr., Vol. 12, 2nd Quarter 2009 at 38, suggests that Boards of Directors should assess the legal talent of the general counsel and replace that top lawyer if that is necessary. A partner at a large law firm, quoted in the article, recommends that board members “pay attention to your management team’s skills too, including those of your chief legal officer.” If they are not equipped to handle the issues ahead, “you may need to find a new team.”

It is not my understanding that a Board, on its own, can unseat a general counsel (See my post of Dec. 12, 2007: Boards with 18 references.). The CEO should hire, and if necessary fire, the top legal officer. No doubt the views of key Board members shape the CEO’s decision, but they don’t supersede it (See my post of March 1, 2007: a view that the Board should select and pay the chief legal officer.).

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