THE HIGH WIRE
The role of corporate secretary
increasingly is falling to lawyers.
It can be a tricky balancing act.
It’s astonishing to think that it has been a decade since the Enron debacle exploded out of the boardroom and into the consciousness of government and the investing public. Corporate governance concerns animated significant efforts in the
United States to engage in the most substantial overhaul of corporate law since
the 1930s (in both the Sarbanes-Oxley Act of 2002 and its later progeny,
Dodd-Frank), as well as in Britain and elsewhere. While the details of the new roles,
rules and penalties for corporate directors and senior officers have largely been
settled, the ethical consequences for everyone else connected with the boardroom
are still not entirely clear.
Sarbanes-Oxley and subsequent amendments to professional conduct rules for
lawyers in Canada and the United States reconfirmed the responsibilities of corporate lawyers to their organizations. And Securities and Exchange Commission
prosecutions of lawyers in the first five years after Enron made clear they were
increasingly seen as “gatekeepers” for their organizations with quasi-public reporting responsibilities.
Only recently has similar attention been paid to the corporate secretary. That
attention is long overdue: Both the Ontario Bar Association’s February Institute
and the Canadian Corporate Counsel Association’s Spring Conference meeting
featured panels on the role of the corporate secretary or compliance officer—
hats often also worn by general counsel. The wearing of these multiple hats,
and the transformation of the role of corporate secretary over the past decade