Research Finds Companies Where Chief Legal Officer is Also Corporate Secretary Experience Fewer Incidents of Shareholder Litigation, Regulatory Violations, and Regulatory Penalties
April 30 2024 - 12:05PM
The Association of Corporate Counsel (ACC) today announced its
selection for the inaugural winner of the Carl Liggio Memorial
Paper Competition. The winning submission examines the legal risk
implications at companies where the Chief Legal Officer (CLO) is
also the Corporate Secretary, showing that the upside impact is
significant, especially when combined with an independent board of
directors. These companies experience fewer incidents of
shareholder litigation, regulatory violations, and regulatory
penalties.
“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,” said Veta T. Richardson, ACC
president & CEO. “This research provides a convincing
argument that organizations where the CLO is also the Corporate
Secretary are less likely to experience future legal
troubles.”
“ACC is excited to
announce this study as the first-ever winner of the Carl Liggio
Memorial Paper Competition, and we hope this will encourage an
increase in much-needed scholarly analysis of today’s chief legal
officer role and organization-wide impact,” Richardson continued.
“I want to congratulate the paper’s authors and thank the John L.
Weinberg Center for Corporate Governance at the University of
Delaware for their partnership on this effort.”
The competition, named in
honor of Carl Liggio who was a cofounder of ACC and served as its
second president, offers a $20,000 prize to encourage academic
research of how management reporting structures impact the
well-being of organizations, particularly management structures
involving the role of the chief legal officer.
“This study is an
important look at how a dual chief legal officer and corporate
secretary role can provide benefits to a company’s C-suite and
board; but for those of us who already serve in a dual role, the
information in it has long been evident,” said Joanna M. Totsky,
Vice President, General Counsel and Corporate Secretary at The Toro
Company and a member of the ACC global board of directors.
“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.”
The study was authored by
Jagadison K. Aier from the Costello College of Business at George
Mason University, Justin Hopkins from the Darden Graduate School of
Business at the University of Virginia, and Syrena Shirley from
Columbia Business School.
Professor Shirley
presented the winning paper at the John L. Weinberg Center for
Corporate Governance’s annual symposium on March 15 at the
University of Delaware.
“My co-authors and I are
honored to win this inaugural competition and to have our work
recognized by the Association of Corporate Counsel,” said Professor
Shirley. “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. Our paper
is currently under review at a premier peer-reviewed academic
journal.”
Please contact Dan Weber,
d.weber@acc.com, if interested in the full study.
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About ACC: The Association of Corporate Counsel
(ACC) is the premier global legal association that promotes the
common professional and business interests of in-house counsel who
work for corporations, associations and other organizations through
information, education, networking, and advocacy. For more than 40
years, ACC has set the standard for in-house counsel and raised
awareness regarding the value of the chief legal officer in the
C-suite and boardroom. With more than 45,000 members employed by
over 10,000 organizations and spanning 100+ nations, ACC connects
its members to the people and resources necessary for both personal
and professional growth. By in-house counsel, for in-house counsel®
remains the foundation for ACC’s market leadership. For more
information, visit www.acc.com and follow ACC on LinkedIn, Twitter,
and Facebook.
Dan Weber
Association of Corporate Counsel
2026961557
d.weber@acc.com