Good corporate governance is good business.

Neeraj Bhargava, co-founder and group chief executive officer of WNS (Holdings) Limited in The Wall Street Journal, August 28, 2006.

Mr Bhargava’s oped piece in today’s Journal recounts why his company decided to go public on the NYSE.  He said the decision was driven by multiple factors including the credibility conferred by the governance requirements of Sarbanes-Oxley, and the global visibility of a major stock exchange that helps build brand recognition.  Basically, he viewed SOX as a quality control mechanism for assuring better defined business processes and efficiency that can translate into long-term lower cost of capital and financial flexibility.

Since good corporate governance starts with improved legal literacy, Mr Bhargava’s analysis rates five stars in my book.

If you suspected one of your employees of using company e-mails inappropriately – say sending company marketing plans to a competitor – you might be tempted to have a quick look at their send folder.  But, without an understanding of your IT system you might inadvertently be creating a smoking gun document? How?  Electronic documents contain metadata (data about the data) that includes information such as when the document was last accessed.  As a result, if you access the document you may be adding your own fingerprint to the metadata and “corrupting” the file.  According to an article in the August 2006 issue of New Jersey Lawyer, it’s the kind of corruption that could lead to a claim of spoliation. 

What can you do?  The better course of action is to make a bit-by-bit copy of the employee’s hard drive.  Doing so leaves the original document in tact.  The duplicate copy can then be examined without fear altering the original metadata.   This e-mail example illustrates how the advent of technology has contributed to the interdisciplinary character of legal risk management.