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Confidential – For Internal Use Only
GENERAL COUNSEL IN THE BOARD ROOM
James Lovett SVP & General Counsel, Covance Inc. February 19, 2015
Confidential – For Internal Use Only
HQ: Princeton, NJ Revenue: > $2.5 billion Employees: > 13,000 Geography: > 60 countries What we do:
Drug development Nonclinical development Clinical development Market access
Nutritional & Food Safety Analysis
Entered Merger Agreement with LabCorp
Covance Inc. (NYSE: CVD)
Confidential – For Internal Use Only
INTERESTING TIMES FOR GC’S
“The general counsel, not the senior partner in the law firm, is now often the go-to counselor for the CEO and the board on law, ethics, public policy, corporate citizenship, and country and geopolitical risk.”
http://blogs.hbr.org/2012/09/the-rise-of-the-general-counsel/
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Ben Heineman
Confidential – For Internal Use Only
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0%
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20%
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Commerical advice asimportant as legal advice
Business decisionsimproved by GC
involvement
GC's more involved thatfive years ago
70% 79% 67%
KPMG Survey, “Beyond the Law: KPMG’s Global Study of How General Counsel Are Turning Risk to Advantage (2012)
BREADTH OF GC ROLE
Confidential – For Internal Use Only
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Technical Competence
Big Picture Judgment
WHAT BOARDS REALLY EXPECT FROM GC
Confidential – For Internal Use Only
THEY EXPECT IT TOO (IF DELIVERED WELL)
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He cannot flatter, he, An honest mind and plain, he must speak truth! And they will take it, so; if not, he's plain. King Lear, Act II, Sc. 2
WHAT BOARDS ALSO NEED FROM GC
Confidential – For Internal Use Only
GC’S NEED A RANGE OF SKILLS
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Confidential – For Internal Use Only
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GC AS “CONSIGLIERE”
Confidential – For Internal Use Only
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BDO Survey of Directors (2014) (http://www.bdo.com/news/pr/2850)
DIRECTORS’ VIEW OF BIGGEST RISKS
Confidential – For Internal Use Only
► Risk management ► Compliance
Sentencing Guidelines Real compliance (not box checking)
► Prep for activist investors or change in control situations Shelf pill or not – how to prepare Fiduciary duty education
► CEO succession CEO long-term Emergency plan
► Changes in corporate governance Disclosure Executive compensation Delaware exclusive forum by-law Majority vote
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NOT LETTING THINGS SLIP THROUGH
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ENSURE THE BOARD CONSIDERS A PROPER RANGE OF OPTIONS AT THE RIGHT LEVEL OF DETAIL
Confidential – For Internal Use Only
WHERE WAS YOUR BOARD FOR THAT CRITICAL 21 MINUTES?
How “Serial” Relate to Board Minutes?
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Confidential – For Internal Use Only
In Drafting Minutes, Ask Yourself . . .
What questions may be raised about you are recording?
What do you need to demonstrate in the future?
Where is flexibility preferred?
Who will read the minutes?
Will advice in the minutes be privileged?
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Confidential – For Internal Use Only
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Thank you!
