Philadelphia partners F. Douglas Raymond and Chanda A. Miller, together with the vice president and general counsel of PECO Energy, Romulo “Romy” Diaz, led the opening session of the Association of Corporate Counsel’s GC/CLO Summit on March 26, 2019, in Philadelphia.
At this session—“Bad Blood in the Boardroom”—they facilitated a lively discussion with the attending general counsels and chief legal officers, focusing on some recent and very public corporate governance failures, as well as the roles their GCs played—or should have played—along the way. Among other situations, the dialogue explored the case of Theranos, a privately held health-technology company—infamous for its false claims to have devised blood tests that only needed very small amounts of blood. Theranos has been the subject of a recent investigative book, HBO documentary, and podcast.
The discussion included: the role of a GC to ensure that the board functions effectively, what happens when there are governance failures in the C-Suite or the boardroom, and the necessary steps for corporate counsel to take—and the resources available to them—when faced with a potential corporate governance failure.