Another in the newbies series: In the United States, the general counsel—the top lawyer for a company—sometimes holds the title of corporate secretary, too. But in most cases, it’s in name only. In other words, the GC doesn’t really play that role within the company—it can be too demanding to be both the GC and the corporate secretary unless the company is pretty small (and can’t afford to have more than one lawyer).

So, at those companies where the GC nominally holds the corporate secretary title, it’s someone with the title of assistant or associate corporate secretary who really serves in the role of corporate secretary. Most companies have a team of people who support the person who plays the role of corporate secretary, each with their own set of responsibilities.

Note that most of the commentary in this section assumes we are talking about companies of a pretty significant size. At smaller companies, the bench is much smaller and there might not be a team behind the corporate secretary.

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Photo of Broc Romanek Broc Romanek

As a strategist for the firm’s Corporate & Securities practice, Broc Romanek has a deep understanding of the regulatory and environmental, social, and governance (ESG) marketplace. Prior to joining Perkins Coie, Broc served as editor at TheCorporateCounsel.net, CompensationStandards.com, and DealLawyers.com, where he oversaw…

As a strategist for the firm’s Corporate & Securities practice, Broc Romanek has a deep understanding of the regulatory and environmental, social, and governance (ESG) marketplace. Prior to joining Perkins Coie, Broc served as editor at TheCorporateCounsel.net, CompensationStandards.com, and DealLawyers.com, where he oversaw and managed coverage on issues related to ESG, corporate governance, executive pay, deals, and market trends and analysis.

In addition to his nearly two decades of working as a journalist and publisher, Broc served as assistant general counsel at a Fortune 50 company, worked in the Office of Chief Counsel of the U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance, was a counselor to former SEC Commissioner Laura Unger, and worked in private practice. He also is the author, or co-author, of four legal treatises, and has authored several books focused on the legal industry.