Should the Roles of Corporate Secretary and General Counsel be Separated?

Should the Roles of Corporate Secretary and General Counsel be Separated?

Prior to the enactment of the Sarbanes-Oxley Act (“SOX”) in 2002, most companies treated the role of the corporate secretary as a part-time role designed to satisfy the state corporate law mandate that an officer of the corporation record the proceedings of board and shareholder meetings and keep custody of the corporate seal.   This general description of limited responsibility is what made its way into most companies’ bylaws and likely caused boards to attach the “Corporate Secretary” title to the title of General Counsel rather than appoint an independent Corporate Secretary.   However, considering developments in the law concerning attorney-client privilege and the evolution of the broad-based responsibilities of today’s Corporate Secretary in this time of heightened concern for corporate governance, it is now, more than ever, appropriate for Chairs of boards and CEOs to question why the role of Corporate Secretary is still typically combined with the distinctly different role of General Counsel.

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Corporate Governance - Who Owns It?

Corporate Governance - Who Owns It?

Corporate governance as it relates to the administration and operation of a business is very broad, cuts across the organization and includes a variety of “managers,” making it difficult not only to define, but also to discern who generally owns it.  If one looks at the statutory requirements concerning the responsibilities of the Corporate Secretary, the translation of those requirements to corporate bylaws and the practical implications of the role, it becomes clear that the earliest-formed roots of corporate governance are grounded in the office of the Corporate Secretary. 

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