Who is my Lawyer When Disputes Arise in the Boardroom?


Most of the time, a company’s board, senior management, general counsel, and outside counsel work as a team. After all, each has a duty to serve the company’s interests. In fact, directors and senior management often consult with company counsel on matters and decisions that may materially impact the company and them.

But what if a conflict arises among all or some of these parties and these interests are no longer aligned? Conflicts arise among directors and between directors and members of management, counsel, and other constituencies (e.g., stockholders, creditors or employees). Conflicts arise over company strategy, control of the company, management’s role, actions or compensation, and proposed transactions with management, stockholders, or directors, among other issues. Conflicts are a natural part of corporate interaction (and if handled properly can actually benefit the company). The danger is they will not be appropriately addressed.

As seen in Corporate Board Member magazine, 2nd Quarter 2010. Reprinted with permission. The full article can be read by clicking on the PDF linked below.

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