43. Eric J. Dale - General Counsel, Board Advisor and Risk Manager
Listen now
Description
The role of legal counsel for organizations and boards varies wildly depending on the situation, but in all instances provides a valuable resource for companies at every stage of evolution. In the episode, Eric Dale - who has served as a legal advisor in many capacities for a wide range of companies – discussed the important, often critical. Role that a company’s legal advisor can plan. Thanks for listening! We love our listeners! Drop us a line or give us guest suggestions here. Quotes The General Counsel role, whether it's as inside or outside counsel, can add a tremendous amount of value as a company is making the transition from founder-owned and operated to  founder significantly owned and operated, but having third-party capital and new partners in the business. Nielsen is New York Stock Exchange company and while I was there while it operated in about 106 countries, had approximately 47,000 employees and its peak enterprise value was approximately $28 billion.  My role included making sure that items that fell into my purview - legal, risk, compliance etc. to the extent they were worthy of getting on the board agenda, got on the board agenda.   I don't want your listeners to think that when a company is smaller, there is materially less formality. I would rather leave them with the idea that as companies get bigger, both the materiality of the issues, the magnitude of the issues, and often, although not always, the complexity of the issues are such that it just requires an additional layer of activity and oversight. Board minutes like contracts will largely be reviewed with the benefit of hindsight, so no one is looking at them unless and until there's a problem. And once there's a problem, if they're inconsistent or if they provide fodder for misinterpretation or multiple interpretations, you run litigation risk.  Big Ideas/Thoughts As companies scale, generally the role of the board becomes more formal. I think that's actually a good word and a good concept to use. There is certainly regular communication with the board or individual board members between board meetings in all companies with which I've been involved.  But when you're dealing with a large multinational company, there are just a significant number of, not only issues, but things to consider whether it's the global nature of the business, NASDAQ or New York Exchange rules, and a variety of other issues that can have a major impact. For instance, one of the issues we were always focused on was antitrust. Nielsen was a very big player in the markets that it served. It was also a very transactionally oriented business, regularly buying and selling companies, and in doing that analysis there's always an antitrust or a competition analysis that had to be undertaken. The board cared deeply about that, and some of those issues, if not existential, could certainly be very material to the ongoing business and operations.  The formality in terms of making sure every "t" was crossed and "i" was dotted was critical to make sure that the board got the best advice that it could in order to make the decisions that it ultimately needed to be made. Outside GC My own view, and again, listeners need to think about this through the lens through which I'm speaking - I don't see a lot of downside to it having an attorney in the room who can call balls and strikes or make sure things stay within the appropriate lanes, and who can put minutes together that will reflect what minutes ought to reflect.     Bankwell Financial Group When I got involved, it was a private $250 million bank, kind of a community bank. We've grown since I’ve served on the Board to about 10 or 11 times, or just under $3 billion now. The banking business is a highly regulated, highly complex business. The fundamental business of taking in money at X and loaning money out at X plus it is not that complicated, but the machinations that go into that are very complicated.
More Episodes
With an extensive background in policy, advocacy, and corporate governance, Karen shares insights from her roles at Pfizer, iFIT Health & Fitness, and the NAACP.   She recounts her journey to becoming a board member including her experiences during the IPO process at iFIT, and the challenges...
Published 06/04/24
Published 06/04/24
Jennifer Jukanovich, a seasoned nonprofit leader with nearly three decades of experience discusses her forthcoming book, The Culturally Conscious Board: Setting the Boardroom Table for Impact, which explores the importance of board culture in achieving organizational success. The conversation...
Published 05/28/24