corporate governance

Ten Things: Protecting Your Board of Directors

At the end of every blog, I always ask my readers to please let me know if they have any topics they would like me to write about.  While I don’t get a huge number of “requests,” I do get some – though I am still trying to figure out what to do with “My boss is an a$%#^le, what do I do?”  I did, however, recently get a reader request that I thought would be a good topic to cover this week.  If you work for a company of any material size, there is likely a Board of Directors.  For smaller, family-run companies, this usually means a Board comprised of several family members with very little risk of problems from outsiders.  But, as the company gets bigger, and especially if the company is publicly traded, the risk of problems grows quickly.  As in-house counsel one of your main tasks is to protect the Board of Directors from going down the wrong path or setting themselves up for potential exposure from lawsuits or regulatory sanctions.  This edition of “Ten Things” discusses some of the basic things you should be doing to help protect the Board, regardless of whether the company is public or private:

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Ten Things: Basic Corporate Governance for In-House Counsel

I have not spent much time in this blog on the “corporate” side of the in-house world.  Over the next few posts, I will discuss some key issues regarding basic corporate law.  If this is an area you focus on already, you have it down, but for many in-house lawyers whose practice focuses on litigation, IP, employment, or other areas it’s not something you see every day.  If you hope to sit in the general counsel chair one day, it’s important to have a solid understanding of several basic areas of corporate law.

Underlying most everything in corporate law is what I call “basic corporate governance.”  This includes the formation of the corporation, operation of the Board of Directors (the “Board”), delegation of authority, annual compliance issues, and so on.   This edition of Ten Things will discuss basic issues regarding corporate governance.  While the below is fairly USA-centric — as the details of corporate law vary widely by jurisdiction — I will include some reference material for corporate governance issues outside the USA toward the end:

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