So what happened at Bristol-Meyers and, more importantly, what lessons can be drawn? Well, it’s too soon to conclude too much at this point. We are dependent entirely on stories in newspapers, and the parties are being fairly tight-lipped – not surprising when potential serious legal issues are lurking in the not-too-distant background. But what appears to have happened is that senior management was not keeping its Board apprised of activities that were – to put it mildly – sensitive.

Specifically, according to the Wall Street Journal, the federal monitor overseeing the activities of the company was concerned enough about discussions between Bristol-Meyers and a company producing a generic competitor to its best selling drug, Plavix, that he recommended that the Board remove Messrs. Dolan and Willard. The monitor appeared concerned that these discussions violated the terms of a deferred prosecution agreement entered into last year between Bristol-Meyers and the U.S. Attorney in New Jersey following an investigation into financial improprieties at the company. He also appeared troubled that the company’s discussions with the generic competitor had not been disclosed to the Board.

Lessons? Again, it’s a bit early for a post-mortem, but a few things are worth noting. First, if you are operating under a deferred prosecution agreement, you would be well advised to color well inside the lines. These are not times to test novel or aggressive legal or business positions.

On this point, as a recovering antitrust lawyer, I confess to being somewhat non-plussed to read that Bristol-Meyers had allegedly been in discussions to pay tens of millions of dollars to Apotex Inc., its generic competitor, to delay Apotex’s introduction of a Plavix copycat into the marketplace. Again, the facts may differ from what has been reported, but as reported, such discussions could be said to skate dangerously close to the line between legality and illegality under the antitrust laws – and I won’t say what side of that line I believe they are skating on.

The second lesson that might be drawn is that management needs to be transparent with its board. This is particularly the case when the company is under the scrutiny of a federal overseer, but should be no less the case when a company is free from such oversight.

Finally, returning to Mr. Willard, though the news articles have discussed his departure only in passing, there must have been a concern expressed by the federal monitor and/or the Board that he was not doing what was necessary to keep those wielding Bristol-Meyers’ crayons from coloring outside the lines. There is certainly more of this story to be told. Mr. Willard – a former Justice Department official – is an exceptional lawyer with a deep and well-respected understanding of the federal antitrust laws. But activities occurred under his watch that apparently caused the federal overseer and the Board to lose confidence in him. All of which suggests a perception that his duties to the shareholders may have taken a back seat to what he believed to be his duty to his “client” Mr. Dolan.

This is a tricky and delicate line for chief legal officers to walk. But the Bristol-Meyers Board, with an assist from the company’s federal monitor (a retired federal judge), has helped remind the legal profession that lawyers, like the executives they work with, owe their duties first and foremost to company shareholders.