“I'd like to ask, what does our general counsel think?”

That question, posed in the midst of a board meeting, presents both opportunities and challenges for the company's general counsel. Board interactions with the general counsel add great perspective and vibrancy to the board's discussion. On the other hand, if the GC is unprepared or has not vetted issues appropriately with members of management, staff or outside counsel, the situation may become tricky.

In today's corporate governance environment, these questions often come in the context of executive sessions of committee or meetings where the board, absent of other members of the management team, want to find out what its lawyer's opinion is on key existing or emerging topics. So it is important to plan for executive sessions, to discuss issues in advance with management when needed and to expect the unexpected.