Has anyone encountered or heard of such a strange request?
A lawyer from a fair-sized department wrote me with a strange story. The Board of Directors is looking for “compliance certificates” from each area of the Law Department. My email friend wrote that “While other parts of the Law department can sign off on a compliance certificate because it is most likely they receive every matter that falls within their purview, I as head of the commercial group have refused to sign anything regarding commercial work.
My friend explained why she couldn’t sign such a certificate. “The commercial lawyers see only a very small percentage of the contracts that the organization enters into. We have prepared a number of templates for use by other departments but these documents are not locked down, so we know that they are changed, and, as well, many contracts are entered that don’t even use one of the templates. Because we are subject to specific legislative limitations, if someone in the organization signs off on a deal using vendor paper, we will without a doubt be in breach of at least one of those limitations (respecting indemnification).”
My problem is that my GC is pushing me to sign a certificate for the Board stating that to the best of my knowledge, the organization’s contracting is in compliance with all laws, regulations, policies, etc. My issue is that the Board will rely on this certificate, but there is no way that I can conduct the necessary due diligence to meet even the “best of my knowledge”