How Outside General Counsel Supports Corporate Governance

An OGC acts as a strategic advisor — helping boards navigate their responsibilities while reducing the risk of governance missteps. Here’s how:

1. Structuring and Maintaining Proper Governance Documents

OGCs help ensure that your bylaws, operating agreements, and board policies are clear, compliant, and up to date. They can draft or revise:

• Board charters and committee mandates.

• Conflict-of-interest policies.

• Voting procedures and meeting protocols.

• Delegation of authority and signatory limits.

These frameworks give boards the clarity they need to make sound, defensible decisions.

2. Guiding Fiduciary Compliance

An OGC educates directors on what fiduciary duties actually mean in practice — and how to meet them.

That includes:

• Advising on conflicts of interest and related-party transactions.

• Ensuring decisions are supported by proper documentation and board minutes.

• Reviewing executive compensation and incentive structures for fairness.

• Helping directors demonstrate the “business judgment rule” — the legal principle that protects good-faith decisions made with due care.

By maintaining a record of diligence and transparency, the board not only strengthens governance but also builds legal protection.

3. Overseeing Board Meetings and Decision-Making

OGCs often attend or advise on board meetings to ensure compliance and good governance.

They help:

• Draft and review meeting agendas.

• Record accurate minutes reflecting deliberation and decision-making.

• Flag issues that require independent review or third-party input.

Having legal counsel involved adds structure and credibility — particularly when major decisions (like mergers, loans, or leadership changes) are on the table.

4. Managing Shareholder and Stakeholder Relations

A key part of governance is maintaining transparency with shareholders, investors, and stakeholders.

An OGC helps boards:

• Respond appropriately to shareholder demands or derivative claims.

• Communicate major decisions and financial information lawfully.

• Handle disputes or dissension before they escalate into litigation.

This helps prevent misunderstandings and maintains trust between ownership and management.

5. Preventing and Managing Governance Disputes

When disputes do arise — between shareholders, directors, or officers — an OGC provides strategic guidance to resolve them privately and efficiently.

They can:

• Conduct internal investigations into alleged misconduct.

• Advise on removal or replacement of directors.

• Implement mediation or arbitration processes.

• Coordinate with litigation counsel if formal action becomes necessary.

By addressing problems early, an OGC helps the board maintain stability and focus on the company’s mission instead of internal politics.

Why OGC Is Especially Valuable for SMBs

Large corporations often have in-house legal teams or compliance officers to handle governance. Small and mid-sized businesses, however, rarely do — which makes the OGC model ideal.

With an OGC, you get:

• Experienced legal oversight without a full-time salary.

• Continuity — the same legal partner advising both management and the board.

• Proactive support that scales with your business growth and governance needs.

An OGC helps your company act like a larger organization — with the governance structure and accountability to match.

Final Thoughts

Good governance isn’t just a legal formality — it’s a sign of a healthy, well-managed business.

An Outside General Counsel gives your board the structure, strategy, and support it needs to meet its fiduciary obligations and avoid costly governance mistakes.

Because when boards operate transparently and confidently, the entire company benefits — from the shareholders to the front-line employees.

This blog is for informational purposes only and not legal advice. For specific guidance on board governance or fiduciary matters, consult experienced counsel.