But when there is an issue that involves the board they have to go to independent counsel.
Are you sure those people you refer to are not just on fully paid retainers from law firms rather than being on the payroll of the corporation? They may appear to be corporation employees because they work there full time, but technically they are not.
When I worked in the banking industry for example, it was a legal requirement that independent counsel was retained, even though the banks had entire departments of legal advisers.

I believe there are issues with what is being proposed and I bet you could forsee more issues than I could