When the CEO is caught backdating options, the stockholders want to know why the General Counsel did not stop it. Look at the case of Apple computer. They had a backdating scandal, and while CEO Steve survived, both the CFO and the General Counsel took the fall.
In addition, the corporate counsel department tends to be higher level management. Thus, they are ''juicy'' targets. In addition, the corporate counsel is more likely than most to have the goods on the highest management (especially since most schemes tend to be run past the lawyers first), so prosecutors tend to focus on the General Counsel.
So, what can you do to keep your job as a corporate counsel? And how can you show that you have learned from others mistakes? Especially as a new General Counsel, what are some good policies?
Focus on prevention
Don't fall prey to the temptation to help out an old friend. If you see something, don't hide it! That's a surefire way to be unemployed. Keep an eye out, and especially if you see suspicious activity, from any level, keep a record of it. You don't want to be thrown to the wolves, as it were. Besides, if a company is trying to break the law, do you really want to be associated with them, if they are knowingly trying to do this?
Keep a record
Keep records. Chances are, with the ubiquitous availability of email nowadays, there are records that will be found anyway. So keep your own. That's always been sound policy, but it is even more important now.
Watch for warning signs
If you catch yourself giving excuses to justify something, stop and think. ''Everyone was doing it'' is no defense. The ''Nuremberg'' defense doesn't work either—i.e., the boss said it was okay. If you think it is too good to be true, it most likely is.
Do not, get caught doing something stupid with the company, especially in today's climate. The General Counsel is likely to be one of the first targets of the investigators. That's not a good place to be. Best of luck!
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