A central figure in the boardroom.

From Indispensable Counsel by E. Norman Veasey and Christine T. Di Guglielmo. Copyright [C] 2012 by Oxford University Press Inc. Published by Oxford University Press (www.oup.com ).

WE WRITE ABOUT CORPORATE LAW HERE to a greater extent than other laws, for this reason: corporate law is the overarching law; it is the elephant in the C-Suite and the boardroom in many discussions of strategy, risk, and a broad spectrum of legal consequences. The chief legal officer is called upon to counsel management and directors on their fiduciary duties as they navigate legal concepts. To be sure, the CLO and her department must advise the corporate constituents with respect to other laws (such as antitrust, environmental, employment, etc.). But, at the end of the day, corporate law, corporate governance, and securities laws (particularly disclosure obligations) often predominate the conversation in the executive suites and may be the analytical framework for the consideration of other laws.

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The general counsel is often a central figure in the boardroom, interacting with the entire board of directors, committees of the board, and individual directors. As part of these interactions the general counsel advises the corporate constituents on their fiduciary duties, which...

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