General Counsel/Corporate Secretary

General counsel representing 25 states and Canada recently joined governance professionals and advisers at the New York Stock Exchange for Corporate Board Member’s annual General Counsel Forum. The program included two keynote addresses from Senator Mike Crapo (R-Idaho) and the NYSE’s own general counsel, John Halvey. In addition, the general counsel attendees took part in a lively peer collaboration, a popular recurring highlight of the conference each year.

It's no secret that the regulatory environment is tougher than it used to be. General counsel who responded to Corporate Board Member and FTI Consulting's annual survey cited regulatory compliance as the area they perceive will contribute the most to the legal department’s workload over the next 12 months, over such duties as transactions, HR/employment issues, and proxy/director election issues.

Given the close attention being paid to corporate accountability as a result of the economic meltdown and subsequent bailout, some governance observers predict we may see a greater effort to hold directors personally liable for serious violations or neglect of duties.

The Court’s decision did not address the SEC’s amendment to Rule 14a-8(i)(8). These amendments to the existing shareholder proposal rule permit the type of “private ordering” for proxy access through the shareholder proposal process that many commenters had supported in the course of the proxy access rulemaking.

Perhaps not surprisingly, 94% of directors and an equal percentage of general counsel surveyed agree that the whistleblower provision needs to be reevaluated.

We are all creatures of habit—even corporate counsel and big-firm lawyers—and old habits die hard.  But few things are more dangerous than a lawyer continuing a habit after the law supporting the habit has changed.  That risky situation now exists regarding the law of obstruction of justice (OOJ).

A lesser-known provision of the Dodd-Frank Act requires publicly traded companies to disclose if their manufacturing process employs conflict minerals like tantalum, tin, tungsten, and gold. These minerals play an important role in a wide variety of industries, from electronics and communications to semiconductors and jewelry, and they are found in products as diverse as cell phones, nuclear reactors, and light bulbs.

Directors and GCs have a great many concerns, though the two groups don't rate all the same issues as priorities.

Within a week of the proxy access ruling, the SEC announced a delay in final rulemaking for five other Dodd-Frank compensation and governance provisions.

Whether U.S. authorities ultimately bring an FCPA action against News Corp., the company and board will still have to deal with related civil litigation.