corporate boards

I must have reached a certain age.

Within the last month, three different people have contacted me to say that they’re approaching retirement, so it’s time to start serving on boards of directors. These folks came to me (of all people!) to network.

By keeping my ear so close to the ground, I’ve discovered the new, new thing. And you’re in luck — I’ll share it with you!

Everyone’s getting old and thinking about retirement.

Or maybe I’ve buried the lede. Maybe hordes of baby boomers are now thinking about finding a part-time job that pays good money and keeps you entertained after you’ve stopped working full-time.

That’s not a bad strategy, really. If you’re industrious, you could serve on four or five boards, carefully analyze the board materials before each meeting, monitor the companies’ fortunes, contribute insights and ask tough questions during the meetings, and follow up after meetings in pursuit of the corporate good.

On the other hand, if you’re less industrious, you could show up for a few board and committee meetings every year, enjoy cocktails and dinner with the boys, sit like a cardboard cutout during the meetings, and pocket a few hundred grand annually for your efforts, . . .

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What’s the difference between a lawyer and a doctor?

Lawyers often do not need second opinions.

Let me explain: Many corporate transactions (or decisions) require advice from an outside adviser — an investment bank; an accountant; a lawyer; whoever. (Back when I was an outside lawyer, I used to think that lawyers were special. Now, you all look alike to me.) In many of those situations, the corporation needs one, strong outside opinion. If someone offers (or requests) a second opinion, then you should think hard. In a few situations, you might want a second opinion. But, frequently, obtaining a second opinion may do more harm than good.

Let me illustrate with two examples….

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At this point, the lengths companies go to in order to protect data, keep it secure, and prepare for e-discovery is old news. Data breaches — and the news coverage that usually follows — have frightened many companies into at least attempting to ratchet up data security policies. Likewise with retention practices. There have been enough e-discovery horror stories that most companies, and especially their lawyers, know they need to start prioritizing this stuff.

Strangely though, you don’t often hear much about data security within corporate boards. But it turns out that the boards of many multinational corporations with hundreds of millions of dollars in revenue are way, way behind the curve on data security.

Company boards are doing everything from printing out physical copies of thousands of pages of sensitive material, to sending unencrypted information to personal e-mail accounts, unsecured iPhones, and home computers. The Thomson Reuters report, released Wednesday, gives a harrowing account of disasters waiting to happen….

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