Research Finds Companies Where CLO is Also Corporate Secretary Experience Fewer Litigation, Regulatory Incidents

The Association of Corporate Counsel on April 30 announced its selection for the inaugural winner of the Carl Liggio Memorial Paper Competition. The winning submission examines the legal risk implications at companies where the chief legal officer is also the corporate secretary, showing the upside impact is significant, especially when combined with an independent board of directors. These companies experience fewer incidents of shareholder litigation, regulatory violations and regulatory penalties.  

“While the evolution and expansion of the CLO role is well documented, including in ACC’s Chief Legal Officers Survey, there remains little quantitative analysis related to outcomes,” said Veta Richardson, ACC president and CEO, in a press release.  “This research provides a convincing argument that organizations where the CLO is also the Corporate Secretary are less likely to experience future legal troubles.”   


“ACC is excited to announce this study as the first-ever winner of the Carl Liggio Memorial Paper Competition, and we hope this will encourage an increase in much-needed scholarly analysis of today’s chief legal officer role and organization-wide impact,” Richardson continued. “I want to congratulate the paper’s authors and thank the John L. Weinberg Center for Corporate Governance at the University of Delaware for their partnership on this effort.” 

The competition, named in honor of Carl Liggio who was a co-founder of ACC and served as its second president, offers a $20,000 prize to encourage academic research of how management reporting structures impact the well-being of organizations, particularly management structures involving the role of the CLO, according to the announcement.  

“This study is an important look at how a dual chief legal officer and corporate secretary role can provide benefits to a company’s C-suite and board; but for those of us who already serve in a dual role, the information in it has long been evident,” said Joanna Totsky, vice president, general counsel and corporate secretary at The Toro Company and a member of the ACC global board of directors. “Hopefully, the results of this study will encourage companies of all sizes to consider combining these two important roles as they make critical decisions about their future.”  

The study was authored by Jagadison Aier from the Costello College of Business at George Mason University, Justin Hopkins from the Darden Graduate School of Business at the University of Virginia and Syrena Shirley from Columbia Business School.  

Shirley presented the winning paper at the John L. Weinberg Center for Corporate Governance’s annual symposium on March 15 at the University of Delaware, according to the announcement.  

“My co-authors and I are honored to win this inaugural competition and to have our work recognized by the Association of Corporate Counsel,” said Shirley in a press release. “We were motivated to conduct this research to contribute to an important, but to date largely unexplored, area of study examining the behavior of corporations with the commonly combined Chief Legal Officer and Corporate Secretary roles. The CLO has a pulse on the entire organization and must operate proficiently in both legal and business functions, and more scholarly analysis of how and when they are most effective could pay dividends. Our paper is currently under review at a premier peer-reviewed academic journal.”  

Please contact Dan Weber if interested in the full study.

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