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When corporate directors are doing their homework ahead of board meetings, they're unlikely to rush over to the company's legal department for help, according to a new study.

"That should be a little bit of a wake-up call for legal teams, that they're not the first group that comes to mind for directors, which I'm sure is not comforting news for the legal team," said Dottie Schindlinger, executive director of the Diligent Institute.

The New York-based research arm and think tank of software company Diligent Corp. asked nearly 200 directors for public and private companies throughout the world what they were doing to get ready for board meetings as part of a survey carried out in August and September 2019. The findings were released Monday. 

Every participant said they reviewed materials handed down from management. But 65% said they took the initiative to gather outside information about the company from various sources. A majority of participants also reported that they talked with other board members and management before meetings. 

"If I'm on a legal team I want to make sure that I understand how that is happening," Schindlinger said. "I want to make sure, for example, that my directors aren't shooting emails to people I don't know and saying things they shouldn't be saying over an unsecured email platform."

The study's findings make no mention of directors consulting with legal departments as part of their board meeting preparation routines. 

"People are certainly Googling things. But more than that they're getting updates from various media sources," Schindlinger said. "Some of them are using things from the National Association of Corporate Directors. They may be getting daily briefings from sources like Law.com and other similar resources."

She added that "one of the key takeaways for legal teams is that directors are not just sitting around waiting to get that information in order to learn something about the company. They are doing their own due diligence now. That presents both an opportunity and a risk for legal teams."

Legal departments should offer to lead directors to better sources of information and dissuade them from collecting information from random Google searches, rumors or other unofficial or unreliable sources. 

"That information could be incomplete, outdated or inaccurate. That would obviously invite a lot of risk if they bring that information into the boardroom," Schindlinger said. "Legal teams can help them do it better. Rather than being afraid of it or being caught off guard by it, just dive into it and give them better tools to help them stay on the straight and narrow."