If this Wall Street Journal account is true, AIG’s general counsel should be fired for cause:
Ms. Kelly, AIG’s general counsel, has been at the insurer since 2006 and was appointed vice chairman in January under former CEO Edward Liddy. Several people familiar with the matter say Ms. Kelly asked other employees to join her in indicating they were prepared to resign. Four executives agreed, and Ms. Kelly retained outside counsel to advise the group on their legal options, says one person familiar with what happened.
A spokesman for Ms. Kelly says she didn’t “instigate or encourage” the other four, but “only advised the other executives of what they needed to do to protect their rights” under AIG’s executive-severance plan, and helped them arrange for outside counsel.
Now I am not a corporate governance expert, but officers of a corporation have a duty of care. I would assume that Ms. Kelly is an officer of the corporation. She has no business advising fellow executives on how to take action that are contrary to those of AIG. And if she encouraged others to resign, I would think that would be actionable. I welcome comments from those who know the terrain.
But then again, AIG has long been a law unto itself, so nothing should surprise me.