The General Counsel’s New Opening to the Governance Committee

The recent release of two important commentaries on corporate governance offers an excellent opportunity for the general counsel to provide value to the board’s governance committee in the performance of its traditional charter responsibilities. While different in structure, detail and focus, both commentaries offer serious recommendations on a broad array of critical elements of governance that affect not only publicly traded corporations, but also, in many respects, privately held companies and sophisticated nonprofits as well (e.g., health care and health insurance; “disease charities”; and also institutions of higher education). On its own, the release of either of these two commentaries would have been a significant event worthy of governance committee attention. For two sets of substantial commentaries to be released in close proximity is particularly consequential—and a primary reason for the general counsel to bring them to the governance committee’s attention.