Study shows dual chief legal officer and corporate secretary roles reduce legal risks for companies

These companies experience fewer shareholder litigation, regulatory violations, and penalties

Study shows dual chief legal officer and corporate secretary roles reduce legal risks for companies

The winning paper of the inaugural Carl Liggio Memorial Paper Competition, hosted by the Association of Corporate Counsel (ACC), explores the legal risk implications for companies in which the Chief Legal Officer (CLO) serves as Corporate Secretary.

Research findings indicate that companies with this dual-role arrangement, particularly those with independent boards of directors, experience fewer shareholder litigation, regulatory violations, and penalties.

Veta T. Richardson, ACC's president and CEO, highlighted the significance of these findings, stating, "While the evolution and expansion of the CLO role is well documented, including in ACC's Chief Legal Officers Survey, there remains little quantitative analysis related to outcomes. This research provides a convincing argument that organizations where the CLO is also the Corporate Secretary are less likely to experience future legal troubles."

The competition, named after ACC co-founder and former board chair Carl Liggio, aims to encourage research into management structures, particularly the role of the chief legal officer. Jagadison K. Aier of George Mason University's Costello College of Business, Justin Hopkins from the Darden Graduate School of Business at the University of Virginia, and Syrena Shirley of Columbia Business School authored the winning paper.

Professor Shirley presented the study at the John L. Weinberg Center for Corporate Governance's annual symposium on March 15 at the University of Delaware. In response to winning the competition, Shirley said, “We were motivated to conduct this research to contribute to an important, but to date largely unexplored, area of study examining the behavior of corporations with the commonly combined Chief Legal Officer and Corporate Secretary roles. The CLO has a pulse on the entire organization and must operate proficiently in both legal and business functions, and more scholarly analysis of how and when they are most effective could pay dividends.”

The competition was made possible through collaboration between the ACC and the John L. Weinberg Center for Corporate Governance at the University of Delaware. Joanna M. Totsky, Vice President, general counsel, and corporate secretary at The Toro Company, and a member of ACC's global board of directors, emphasized that this study underscores benefits long known to those in dual roles. "Hopefully, the results of this study will encourage companies of all sizes to consider combining these two important roles as they make critical decisions about their future," Totsky noted.

The research paper is currently under review at a premier academic journal for peer evaluation. The authors hope their work will encourage further scholarly analysis of the chief legal officer's role and its impact on organizational outcomes.

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