Criticism of the reporting lines of Bank of America’s beleaguered general counsel

Given the legal tar pits engulfing BofA, you might think that its general counsel would be and has been the right-hand of the CEO. Wrong on both.

Edward O’Keefe, the new general counsel for the bank’s 525 lawyers, reports only to the bank’s chief administrative officer. A sidebar in Corp. Counsel, Vol. 16, Nov. 2009 at 69, quotes an incredulous former law department insider: “That’s like telling your general counsel to report to the head of human resources.”

The former general counsel, Tim Mayopolous – now subject to controversy about his role in the Merrill Lynch fiasco – never reported to the CEO. Instead, at first he was under the CFO and at the end of his tenure under the chief risk officer.

I strongly recommend that general counsel report directly to the CEO (See my post of May 14, 2005: most US GCs report to the CEO; and Nov. 30, 2008: GC should report to the CEO.). The situation is different in Europe (See my post of April 12, 2006: UK GCs report less often to CEOs than the 80%+ mark in the US; July 25, 2005: less common for European GCs to report to the CEO; and Nov. 9, 2006: about 40% of European GCs report to the CEO.).

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