Ukraine Could Be A Turning Point For GCs And ESG


Publish Date:
March 21, 2022
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Mike Callahan, a former LinkedIn and Yahoo general counsel who is now professor of the practice of law and executive director of the Rock Center for Corporate Governance at Stanford Law School, said he expects the conflict in Ukraine will be a defining moment for general counsel and their companies, because it’s likely to result in a new focus on geopolitical risks and values.

Choosing whether to eventually return to doing business in Russia is further complicated because, assuming sanctions are lifted, it’s more of a moral issue than a legal or compliance one, he said.

“It’s that part of the framework of decision-making — when it’s not legally required — about where you place your values and where you place your emphasis,” Callahan told Law360. “I think that is the most interesting part of this crisis, which is, how do you decide to weigh those different issues?”

Callahan strongly encouraged general counsel to proactively develop a playbook outlining internal and external communications strategies and decision-making, as well as identifying the key internal players and relevant regulators to contact. These steps might look similar to existing contingency plans for dealing with a cyberattack, #MeToo accusation or natural disaster.

He also encouraged general counsel to make sure business leaders communicate clearly with employees, regulators and the board, which can help demonstrate that they have a framework of values or business concerns related to the ultimate decision.

“You’re never going to satisfy all your employees or all your investors or all your customers. Half the people will agree and half the people will disagree with whatever decision you make,” Callahan said. “I think what corporate leaders should focus on here is transparency about the values that drive the decision and the process for making the decision.”

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