Agree: a legal director can lessen the 'mortal fear' of litigation.

• Author: Troubh, Raymond
• Position: BOARD COMPOSITION - Letter to the editor

I AGREE WITH THE THEME Of Gary Schinides article in its suggestion that a public corporation board benefits from the experience of former general counsels as board members. Many non-lawyer board members are emotionally and unnecessarily fearful of lawyers or litigations or threats of extended legal involvement. Their near paralysis (in some cases) is detrimental to the companies and shareholders they represent. Instead of worrying about D&O insurance they should mow worry about D&O leadership.

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I have been a member of over 30 public boards and I remain appalled at the fears engendered in many otherwise intelligent people when lawsuits are mentioned. Emotion takes over and reason retreats. Board members become fearful when they should be fearless; they turn over control of a possible battle to outside lawyers when they themselves should be the generals directing battle plans.

Board members are mortally afraid of depositions, "lawyers' letters," trials, and similar unfamiliar roads. Having an experienced general counsel (not their own in-house corporate counsel) as a trusted friend, adviser and board colleague can preempt too easy or too quick a capitulation to activist shareholders. It also protects the board from total surrender of command to outside law firms which are happy to take over and burn your financial resources.

My own...