There seems to be an ongoing debate of perspectives both among businesses that hire corporate counsel and among in-house counsel themselves about their true roles with regard to the business, though there is no doubt as to their functions. There is one camp that views the role of a corporate counsel as a ‘gatekeeper’ with the duty of acting as a voice of caution that encourages regulatory compliance and reports corporate misconduct.
Click Here to Read BCG Attorney Search’s Guide to Corporate and Finance Job Search Categories for More Information.
Another camp strongly believes that the role of a corporate counsel is that of a ‘facilitator,’ as a member of the management who possesses a unique set of skills and knowledge, but shares the same objectives as the top management. In-house counsel are often torn within in trying to fulfill the demands of both sets of expectations in the beginning, but usually succeed by adapting and learning to play both roles with flair.
In-house counsel entry role is usually as a “gatekeeper”
Brown (2003) finds one of the principal reasons that corporations hire in-house counsel is to “intervene early and prevent the company from being involved in litigation.” However, here the ‘gatekeeper’ role is obvious, and the duty of preaching caution puts corporate counsels in a position where the share the blame for failures, but do not share the credit when risky ventures succeed. And the blame is universal. In fact, of recent, (Johnson 2004; MacLean 2007) against the backdrop of the economic recession the SEC has actively pursued lawyers at companies where fraud was found.
New and less experienced attorneys are usually hired either for routine legal work of a company, or for gatekeeper or compliance functions. Usually, in-house counsel work for years within a company to be promoted to a ‘facilitator’ role, something like making partner in a law firm.
In general, senior corporate counsel who are not recruited essentially for gatekeeper functions are recruited laterally from similar positions and roles in other companies.
The ‘facilitator’ role is what an in-house counsel aspires for, but it has its costs
However, in most cases it has been found that corporate counsel who play the role of ‘facilitators’ and are part of the top management, often follow the wishes and intentions of the senior management when it comes to disclosures and accounting practices in financial reporting. Here the corporate counsel shapes the policies and actions of the business and acts as an advocate and influential member of the top management. There are some who even serve on boards of directors in companies, and many have their salary structures aligned with others in top management like CEOs or CFOs.
Corporate counsel acting as facilitators run the risk of slipping in judgment and overlooking their gatekeeping functions in the interests of business goals. (Nelson and Neilson, 2000). However, such slips are tasked more assiduously after Sarbanes-Oxley and a slew of other regulations. When working in the role of a ‘facilitator’ a corporate counsel must remain aware and alert of his/her ‘gatekeeping’ duties, because it is easy for the senses to become dull, and easy to accept you have become part of the inner core of business.
Such a thing rarely happens, and unless it is your own business, it might appear you are part of the inner core, and you may have both control and stake in the business, but you are still seen as an attorney, valued as an attorney, and can disregard your professional duties as an attorney only at your peril.
Brown, Chad. "In-house counsel responsibilities in the post-Enron environment." Association of Corporate Counsel Docket, 2003: 82-107.
SEARCH CORPORATE JOBS ON BCG ATTORNEY SEARCH
Johnson, C. "Lawyers in the limelight: SEC helps police misconduct." The Washington Post (November 20): E01
MacLean, Pamela. "Record number of general counsel charged in 2007." The National Law Journal, 2007
Nelson, Robert, and Laura Nielsen. "Cops, counsel, and entrepreneurs: Constructing the role of inside counsel in large corporations." Law and Society Review, 2000: 457-494
LawCrossing has received tens of thousands of attorneys
jobs and has been the leading legal job board in the United States for almost two decades. LawCrossing helps attorneys dramatically improve their careers by locating every legal job opening in the market. Unlike other job sites, LawCrossing consolidates every job in the legal market and posts jobs regardless of whether or not an employer is paying. LawCrossing takes your legal career seriously and understands the legal profession. For more information, please visit www.LawCrossing.com.
It was really well framed.I had everything what I actually wanted.
LawCrossing Fact #125: Ask not what you can do for yourself; ask what we can do for you. Searching for a job is hard enough -- let us do most of the work!
Harrison Barnes does a weekly free webinar with live Q&A for attorneys and law students each Wednesday at 10:00 am PST. You can attend anonymously and ask questions about your career, this article, or any other legal career-related topics. You can sign up for the weekly webinar here: Register on Zoom
Harrison also does a weekly free webinar with live Q&A for law firms, companies, and others who hire attorneys each Wednesday at 10:00 am PST. You can sign up for the weekly webinar here: Register on Zoom
You can browse a list of past webinars here: Webinar Replays
You can also listen to Harrison Barnes Podcasts here: Attorney Career Advice Podcasts
You can also read Harrison Barnes' articles and books here: Harrison's Perspectives
Harrison Barnes is the legal profession's mentor and may be the only person in your legal career who will tell you why you are not reaching your full potential and what you really need to do to grow as an attorney--regardless of how much it hurts. If you prefer truth to stagnation, growth to comfort, and actionable ideas instead of fluffy concepts, you and Harrison will get along just fine. If, however, you want to stay where you are, talk about your past successes, and feel comfortable, Harrison is not for you.
Truly great mentors are like parents, doctors, therapists, spiritual figures, and others because in order to help you they need to expose you to pain and expose your weaknesses. But suppose you act on the advice and pain created by a mentor. In that case, you will become better: a better attorney, better employees, a better boss, know where you are going, and appreciate where you have been--you will hopefully also become a happier and better person. As you learn from Harrison, he hopes he will become your mentor.
To read more career and life advice articles visit Harrison's personal blog.