Good Governance Guides

Good Governance Guide: No 3.8

Category: Meetings
Subject: Role of Legal Counsel
Source: Chartered Secretaries Canada

This is a challenging role in so far as recognizing the points in time when legal advice needs to be sought. The first rule is that it’s never too early and the sooner the better. Most business operations personnel reject this theory at their peril. It is far better to engage legal counsel at an early stage in, for example, a corporate restructuring and to make the counsel part of your advisory team. In this fashion, the legal advice can be brought to bear on the restructuring costs and benefits and the reasonable alternatives.

Should the Corporate Secretary not be a lawyer, he or she should not hesitate to seek legal counsel on material issues. Similarly, the Board or its Committees should actively engage legal counsel to provide the details of matters which might pose risk or uncertainty. In today’s environment there is little margin for error and, hence, legal advice should be an integral part of the decision-making equation.