Changing Role of REIT General Counsels

Frank Burt, senior vice president and general counsel with Boston Properties, Inc. (NYSE: BXP) LLP, joined REIT.com for a video interview during REITWise 2015: NAREIT’s Law, Accounting and Finance Conference held in Phoenix.

In discussing the evolving role of general counsels, Burt said the changes in risks for companies have driven changes to the job of in-house counsels. He described a “two-fold” role for the general counsel in interactions with boards of directors and senior executives: articulating risks and providing “substantive” legal advice.

“That is made even more difficult by the fact that you have to be careful in some of these cases when they could potentially lead to litigation to really separate out your business advice from your litigation advice,” Burt said.

Regarding compliance challenges, Burt said satisfying shareholders is one of the toughest tasks faced by people in his position.

“Every season, it seems that there’s another issue that rises to the forefront,” he commented.

Additionally, in-house counsels face a wide range of legal issues such as litigation requirements and addressing corporate social media policies.

In terms of the claw-back provision in the Dodd-Frank financial reform bill, Burt noted that claw-back rules already exist today that came out of the Sarbanes-Oxley legislation in the 2000s. According to Burt, practitioners are awaiting regulations from Dodd-Frank, putting companies in the position of needing to decide whether to develop their own policies without knowing what the regulation policies might be.