Crises such as the current pandemic present significant, novel challenges for the company’s general counsel, including but not limited to helping to manage the board/management dynamic.

The ability of both constituents of senior leadership to faithfully execute their duties in times of crisis requires a shared understanding of the basic distinctions between the roles of governance and of management. This is particularly the case as both seek to satisfy enhanced expectations of their conduct created by the crisis. The general counsel, as senior legal adviser to both, is well-situated to advise them on their respective responsibilities.