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I’ve been involved in big decisions like this one and the GC’s job is to clearly lay out the risks. Unless the GC is on the Board, he or she gets no vote. Clearly, any reasonable Board will heed the advice / concerns of counsel. But at the end of the day if the Board is willing to pay a...

Counsel can say whatever they want. They’re not the final decision makers. The Board, Admin, make the final call.

Counsel’s job is not to make business decisions. They’re not going to stop anyone from making a bad deal; their job is to protect you legally.

Total BS. His buyout would be worth more than his entire remaining salary (unless we are paying the guy a lot more than we think).

BBJJ?