An Open Systems Approach to Law, Strategy, and Sustainability: The Role of the In-House Counsel in the Anthropocene Era

Constance Bagley, CEO, Founder, and General Counsel, Bagley Strategic Advisors LLC

In an embarrassing rebuke, referred to by some as “the vote heard round the world” (Le Berre, 2021), the board of directors of oil and gas giant ExxonMobil lost a proxy contest in May 2021 mounted by a group of institutional investors who faulted the company for not adequately taking into account the effects of climate change and the likely ensuing global regulation of greenhouse emissions on the firm’s strategy and operations (National News, 2021). The insurgents forced the company to replace three members of its twelve-member board with the former chief executive of the oil and gas refinery Andeavor; a former Neste executive involved with Neste’s expansion into renewable fuels; and a strategist at Alphabet’s X innovation lab who is also a former U.S. assistant energy secretary (National News, 2021). The institutional investors voting for the insurgent slate included BlackRock, Vanguard, and State Street (Phillips, 2021). Clearly environmental concerns had moved from being a niche concern of “tree huggers” to major hard-core financial players concerned with ensuring a robust return for their clients, who include life insurance beneficiaries and pension holders who might not collect benefits until decades in the future. One must ask whether the general counsel of ExxonMobil could have done anything differently to have avoided this result.

Read full paper Subscribe to the IICJ
USA Management Consultant January 2022 Vol.15, No. 58, Winter 2022

Constance Bagley

More

A.B., honors and distinction, Stanford University; J.D., magna cum laude, Harvard Law School; honorary doctorate in economics, Lund University. Formerly partner, Bingham McCutchen; member of faculty, Young Presidents Organization International University in Hong Kong and Prague; Senior Lecturer, Stanford Graduate School of Business; Associate Professor, Harvard Business School; Professor in the Practice of Law and Management, Yale School of Management; Senior Research Scholar, Yale Law School. Currently CEO, Founder, and General Counsel, Bagley Strategic Advisors LLC. Public speaker and author of multiple articles and books, including Winning Legally: How to Use the Law to Increase Value, Marshal Resources, and Manage Risk (Harvard Business School Press).

Bagley Strategic Advisors LLC

More

Bagley Strategic Advisors is a boutique consultancy offering customized advice, master classes, workshops, and high level training for executives, including in-house counsel, and board members. Professor Bagley taught for multiple years in the executive programs for directors and lawyers at the Stanford, Harvard, and Yale Business Schools and at the Stanford Law School. She has extensive experience teaching and preparing materials for in-house counsel, both in master classes for general counsel like MassMutual, Prudential Financial, Microsoft, and CVS Health, and at the Practicing Law Institute 's Corporate Counsel Institute. She has coauthored multiple book chapters and articles with Mark Roellig, former General Counsel and Executive Vice President of MassMutual Financial, and coauthored a piece on compliance in the Harvard Business Review with Bruno Cova, former General Counsel of Fiat and Chief Counsel to the Administrator of Parmalat in the wake of its massive fraud.

USA Management Consultant January 2022 Vol.15, No. 58, Winter 2022

© International In-House Counsel Journal. ISSN 1754-0607. All rights reserved. Registered in England Company Number: 6187841. VAT Registration Number: 946 7381 82. | Terms & Conditions .