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General counsel and chief legal officers who have the added role of corporate secretary should familiarize themselves with corporate governance and U.S. Securities and Exchange Commission filings and regulations. However, those legal leaders who do not come from a corporate law background are likely to appoint an assistant corporate secretary to do a lot of the legwork, experts said.

"The general counsel does need to be up to speed on securities law and SEC rules," Mike Evers, founder of Chicago-based in-house recruiting firm Evers Legal, told Corporate Counsel on Friday. "However, they will often bring a subject-matter expert to the board meeting."

Evers explained that general counsel who do not have experience with securities law and the SEC will often give an associate general counsel the title of assistant corporate secretary. That person will largely be responsible for SEC filings and corporate governance. Evers said his company has previously been tasked with finding someone who will act in an assistant corporate secretary role and report to the general counsel/corporate secretary.

"Oftentimes it is a securities attorney [in-house] doing the work," Evers said. "The minutia and back-office work is almost never done by the general counsel."

Evers said for smaller companies with smaller legal departments, the person who holds the corporate secretary title will delegate a lot of the corporate governance work to outside counsel.

John Gilmore, the Rochester, New York-based co-founder and managing partner of the legal search firm BarkerGilmore, said in an interview that many of the general counsel he has helped place over the years already have corporate securities in their background and come in with a grasp of the responsibilities of a corporate secretary. However, those who come from litigation or employment law need assistance in the function.

"Even something as simple as taking minutes [during board meetings] is not as trivial as it seems," Gilmore said. "Over time a newly appointed general counsel sitting in enough board meetings will get the hang of it."

Gilmore noted that not much has changed for the corporate secretary role, but companies are beginning to hire attorneys to act as just the corporate secretary rather than making it a secondary title for the general counsel.

"We've had a number of searches in the last year where we were looking for someone who would just be a corporate secretary," Gilmore explained.

In one of those cases, Gilmore explained, the company promoted someone to the role of general counsel who did not have a securities and governance background. The company came to BarkerGilmore to hire someone from the outside.

"I would say more general counsel are comfortable with having someone else take up the [corporate secretary] title," Gilmore said.

Those who hold the corporate secretary role or the assistant corporate secretary role may also be in line to become general counsel, Gilmore said.

"A lot of time they are because they've had hands-on exposure to the board of directors," Gilmore explained. "That isn't always the case. The moral of the story is that you can't stereotype anything. The track to the general counsel position is about relationships with the board."