Deterred by the requirements of Sarbanes-Oxley, shaken by liabilities taken on by other Board members, members of Boards of Directors now require more stroking and educating. That care falls increasingly on the general counsel, who must above all others point the way to proper Board behavior. But that’s not all.
Companies may have a harder time attracting capable Board members, and the general counsel may play a role in recruitment and retention. Thus, on top of more education and training, where GCs are asked to answer questions in a murky area, they may have to venture outside their sphere of expertise, including evaluations of Boards (See my post of Oct. 1, 2006 on Board evaluation software.).