GENERAL COUNSEL AND CHIEF LEGAL OFFICERS
who have the added role of corporate secretary should familiarize themselves with
corporate governance and U.S. Securities
and Exchange Commission filings and
regulations. However, those legal leaders
who do not come from a corporate law
background are likely to appoint an assistant corporate secretary to do a lot of the
legwork, experts say.
“The general counsel does need to be
up to speed on securities law and SEC
rules,” Mike Evers, founder of Chicago-
based in-house recruiting firm Evers
Legal, told Corporate Counsel. “How-
ever, they will often bring a subject-mat-
ter expert to the board meeting.”
Evers explains that general counsel
who do not have experience with secu-
rities law and the SEC will often give
an associate general counsel the title of
assistant corporate secretary. That per-
son will largely be responsible for SEC
filings and corporate governance. Evers
says his company has previously been
tasked with finding someone who will
act in an assistant corporate secretary
role and report to the general counsel/
corporate secretary.
“Oftentimes it is a securities attorney
[in-house] doing the work,” Evers says.
“The minutia and back-office work is
Evers says for smaller companies with
smaller legal departments, the person who
holds the corporate secretary title will
delegate a lot of the corporate governance
work to outside counsel.
John Gilmore, the Rochester, New
York-based co-founder and managing
partner of the legal search firm Barker-
Gilmore, says that many of the general
counsel he has helped place over the years
already have corporate securities in their
background and come in with a grasp of
the responsibilities of a corporate secre-
tary. However, those who come from liti-
gation or employment law need assistance
in the function.
“Even something as simple as taking
minutes [during board meetings] is not as
trivial as it seems,” Gilmore says. “Over
time, a newly appointed general counsel
sitting in enough board meetings will get
the hang of it.”
Gilmore notes that not much has
changed for the corporate secretary role,
but companies are beginning to hire
attorneys to act as just the corporate sec-
retary rather than making it a secondary
title for the general counsel.
“We’ve had a number of searches in
the last year where we were looking for
someone who would just be a corporate
secretary,” Gilmore explains.
In one of those cases, Gilmore explains,
the company promoted someone to the
role of general counsel who did not have
a securities and governance background.
The company came to BarkerGilmore to
hire someone from the outside.
“I would say more general counsel are
comfortable with having someone else
take up the [corporate secretary] title,”
Gilmore says.
Those who hold the corporate secretary role or the assistant corporate secretary role may also be in line to become
general counsel, Gilmore says.
“A lot of times they are because they’ve
had hands-on exposure to the board of
directors,” Gilmore explains. “That isn’t
always the case. The moral of the story
is that you can’t stereotype anything. The
track to the general counsel position is
about relationships with the board.”
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BY DAN CLARK
