General Counsel

Law Firm

2005

Necessity? Volume Extravagance 15

or

Issue Number

Witzders J. Peter

professionally

firm, both good benefit law of firmly whether

believe that great "[ it

to a

was a

economically.

depend.s" and whether works bad idea idea it

on or a

Kerry.

John F. out. WORK OF GENERAL A DOING THE FIRM IS I. THE

COUNSEL ANYWAY. Counsel is Firm General The full-time Law no

of, institution. it is far from

longer unheard but

an COMMON MOST

WORK LEGAL |NTERN.,•L

TO

Counsel firms have General

but

Many,

most, not

a of the scrvices

needs and Every firm FImMS.

uscs

approaching position, it, but

the title

are or things. Almost

lawyers of for number

its

every a

positions

in different firms. describes different

conflicts,

resolve lawyers

firm its

to

to nego-

uses

Liability Professional

Association of

The

2002

like), (office

and the leases tiate its

contracts

own

meeting Lawyers' contained annual

materials

a

employee issues, insur-

handle certain handle

to

to

ranging firms, size from of in 75

32

to

survey

liability

professional

particuIarly

matters,

ance

reported by that,

lawyers,

and

1000

one name or requirements

fol-

ethics insurance,

to

are assure

full time another, third of the firms

have about

a

ethics keep resolve with lowed, and

to

up

or

doing within the

lawyers functions

one or more arises, against firm firm

the claim If issues.

a a

described

Counsel functions of

General

range

investigate, outside in the and lawyer

event

may

the

is correlation

between here, and that there

no

lawyer will both the hired, firm counsel is

serve

a

compliance lawyer employment and

full time

of

a lawyer portion

of func- and the client function

a

Altman

Weil size of

the firm.l A 2004

the

survey

relationship. the staffand that in the To tion

assure

desig- found that 63% had of

200 firms AmLaw

a

procedures, following

employees

other

proper

are

Counsel",

another 10% with nated "General

lawyers required by particularly law, firm those

only of intending for 25%

the do

but

to so,

coun- adopted

and that both rules that

must

are see

position time.

100% of their

did the

sel

occupy educated about them and staff lawyers and

are

beginning

but the

studies

Other

to emerge,

are lawyers importance. will be And the firm their

developing position of and the lack

is

one,

con- legal a

required lot of crises. There is handle

to a

description job makes such studies

sistent

more

itself- which it has do for the firm work that

to

example,

Thus, for

anecdotal statistical. than

a

bill client. should

to

cannot

not a

or

spends only half the time that "Our GC

statement

LEGAL INTERNAL GRADUAL

FORMALIZATION

OF necessarily

is GC" doesn't of

your mean ours

during malpractice insurers, the

Some

WORK.

studies, similar it be these and

faster. From

can

policy,

underwriting the

condition

stage to

or as a recognizing

that it is law firms concluded that

are

formal- require

functions be of the above

to

some lawyer time desirable dedicate and

to

to

necessary

They ethics committee

ask about ized.

may or an

prevention, but conflicts, ethics, claims

and loss

opinion

might

They ask about

Ethics

Partner.

inventing do they of in the

to ways process

are

They

panels will committees.

review

want to

or

offi- view, institution of full- time the that. In

a my

procedure and how is it conflicts

about the

know

responsibility position with General Counsel cial

They

supervised resolved. conflicts

and how

are prevention, claims, ethics, loss for the firm's

pro-

policies relating

written look

will

to

want to at

be conflicts, fessionalism,

and other

programs can

relationships and client with clients business con-

lawyers

fidentiality, and staff

and ask how

are new

Tampa, Cartton in Florida. shareholder with Fields Peter J. Winders is

Continued 4

page on

profession require.

ethics tot of the projects take

The Counsel, from

General a

page

they getting when

anything of time

done.

policies. They of look the will made the not want are to at even

aware

of

supervises inexperi-

organization firm,

ask who

the and

experience, had the

of have Most

you

lavwcrs. They understand the business intake enced

want to

policy find the "Hey! can't office in the

designated require be Many

that Loss

person process. one

helped have because know manual.

one, we

designated be Claims Prevention and

that Partner,

someone

ago." write it

ten years

claim-by-claim basis, Counsel, overall either

or as an

on a

require Sarbancs-Oxlcy it of the manual position. committee "Oh. told They leave

to out may new

or was

a

of becoming and will panel. requirements because it date and

These

out one

a new more more

a was are

replace subjects impor- it." life, and fact of because the

more are more

underwriting simpler days, write of "Do

The tant. you

okay. "Oh, When?"

calendar?", things is do have

to

gone.

you on a

"Well, the manual 2'

2

out

years ago..

new came

FIRM

LAWYERS HAVE FUIJ•-TIME PART-TIME

TIlE OR FOR

doing things by There certain benefits commit-

to

are

recognized lawyer well that is EM•RGlX•;. It B•N

pretty

a

spreads

of Committee

work the administra-

tee,

course. expected prevention job

be firm with the loss

cannot to at

a

tive duties of the finn around. future allows It

managers

did before much billable time he she have accept-

as

as or

Compliance

policy with enhanced for

is

to

emerge. any

ing job. and Counsel, is of Claims the the The

true

same

input policy. making into of the who have lhe

persons

demanding. supervision

conflicts Ethics

of is

ques- more

prevention, ethics,

conflicts claims loss and

But

are

frequently and take time the than in tions arise

more more

specialized subjects promptly

if

thal need be handled

to

devoting time them. and finns

past,

to

are more

more

immediately. policy

Where the

nol sys- or

experience of this is found in the Evidence

going require is considerable

in fact

tem to

Liability Attorneys" of Assurance

significant change,

education and

con> a a (ALAS) Prevention Society's Loss

help,

but it will work betler if

mittee

may emphasizes

loss Counsel. ALAS

preven-

9ood

ideas Law firms full whose of

by the

chaired General Counsel.

are

provides

with tion, its member finns

and

delayed

is committee... in

time

panel part-time

and of hnmediate needed. Decisions As

to

access a one are

prevention

lawyers, problems loss such below, full-time discussed certain to seven

require help risks and

ethics, issues resolution with of conflict immediate pro- as

Prevention fcssionalism. ALAS attention because the affected work Loss

impression ethically proceed that in thai it is their without it. When the Counsel reporl recent cannot years person

frequently

assignment competing questions asked that used counsel has be lhe basic with the ethics to more

by in-house, firms handled will be down time for the member firm duties, declined and client there have

are more

likely they diffi- consult for affected client. and the and that

to exposure on more

are lnore now more

sophisticated problems.

This the anecdo- cult and

supporls

dangerous. things The times There

are more are more

being by taken law finns

obser,,ations lhat time is tal

more

ignored conflicls lawyers for watch' for. Missed

to

or

assignments

expertise.

develop within the The in-house

to

liability. against lawyers

lawyer Claims lead

to

are

Counsel other Prevention of Ethics Counsel

Loss finn

or

or

practice The of law is

and

more

more common. more

enough positions require reduce billable time similar

to

Inefficiency addressing complex. in loss the

and

more

recognition

formal work, of either

matter

matter or as a

as a

allowing

prevention them and ethical

concerns,

or a

crisis is handle ethics who of fact.

A

not

must person an priority wise. The behind client work less is and less

doing file. work for

a it needs needs done. times The that work be suggest to

and, doing General Counsel work era finn is the be done well. the So to

specialist,

doing

being by is less it is done the if work

not

a

time. The whole will lose billable The firm

not as a

adequately. than efficiently. And often less than

being of it and is Some done. work is necessary,

using of than committees, the EFFICIENTLY time involves DOING IT

ANY•AY, |r

FIRM DOING |F more

one

TIlE IS

responsibilities devoting right lawyer. Spreading firm lawyer general, the around full the the Sr:NSF,. In M.•,s;r;S

jobs legal do the duties does reduce the the

needs of the administrative firm internal time the

not cost to to

can

as

responsibility merely Assigning responsibility efficiently is

firm, the it hides it. than when much

to scat- one more

the sacrifice of the billable hours he tered.

at person, even

practice for devoted the frees last hours

to

year, up

everybody If that

inefficient. Connnittees

agrees

are

unlikely full is If others. There be loss.

to net

many a

a

procedure,

intake it business

needs be

there

to

a new

nonproductive

of

work time reduce the GC

every

can

lawyers busy of committee for will take

to

years a

day,

lawyer by of minutes

you two

average are

a

an

supervise it done. time

and

to

agree once

more

one, on

by

ignoring added (a) the value ahead,

any money

even

delayed

good time is

ideas whose

full of

firms

Law

are

its attendant

improvement with

in loss prevention

lawyers

conflicts. The calendar in committee due

to

are

quicker claims, likely

(b)

the

reduction in crises

res-

or just first, the

the client

unconcerned

nol comes as

'FilE PROFESSIONAE L/kWYER 4

all

followed

he

that have argument

with client

paralyze

work

questions that tend

conflicts of may an olution a to

doing

requirements

for

safeguards

and ethical embarrassing the

of so. avoidance the and resolvcd, until (c)

arises,

if"

investment challenge the

if

diminish•hc.firm But client, to of or

in the

that situations some

eyes a

having

of lawyer the firm the

investors

other

claim. result in

though they do or

accuse not

a

even

personal

lawyer's of

the improperly

bccausc behaved

INCLUDE?

IT

CAN JOB WHAT COUNSEL GENERAL THE

II.

policy

that firm

tbllow lawyer's fhilurc the interest, to

a

full-time

Counsel, General by Obviously, of duties the the vetted

be management investment such even must any

back-

If GC's the finns. diffcr of thc

will Counsel, be General is be[brchand part committee to among argu-

sure

negotiate

lease. the A behavior litigation, should the ground he that show is the circumstances not that new

ments

help

from background need will

enforced employment the (see

it is without how improper. GC

No matter

an

was

such have style) department. firms

Some culture employment of law firm

effect the the below discussion may

on

on

should

already function

that that that is

policy

good Committee than have Ethics

have is better

it

to

not to one a a

adjust-

description,

other job and apprcciable of GC's ignored of by left routinely be

percentage out any a new

undoubtedly work

will described below model the lawyers. affected

to ments

experience

by talent, influenced

individual finn,

in best

an

of conflicts involve example would

Maybe better

a

Counsel

General

general, Firm

personality. in Law

But and

a parties checking or'all requires policy

the

Finn

interest.

following:

the

handle should

expect

to

database. against conflicts

the potential

matter to new a

compliance. policies

and when occasion Prevention

systems, will be later, Loss 1. there

Sooncr

a con-

an

or

study, disquali- somebody finn

in the might things, involve challenge arises, other which Among must flicts rec- a

prevention.

tbr loss

aris- implement dispute. evaluate conflict and Ira ommend, Ice systems fication

or a

and also failed follow that,

lawyer do Counsel has General

because A to

can

can

a

es

adoption of lobby

for ethical the viola- only and there

policy, recommend is

not

an

the addressing risks motive in bad policies

known of

inference

the tion but be pro- followed policy [A] that is can not a

a can

compliance. finn

"The

argued by and the

(or fcssion,

opponent: be

ensurc

follow failure

of to admission virtual

a

take this

anxious

lawyer)

the to

so

was business the

include Systems

new

standard of the

care.

firm's profitable that the work

proce-

own

conflicts

the system, intake

system,

the hopes sidestepped, that in

dures

departing were

{br the exit and

system

discovered." On be problem would

not

thc firms,

In

trust

attorneys.

some

glitch that in the

occasional system hand, the other

the

directly

might included, either be accounting

system

or

makes

miss

search conflicts

party

allows to

a accounting department. propcr with the a

consultation

in

embarrassing, sin-

conflict

of

discovery not

the later

imposed

a gatckeeping be functions

and to Checklists

can

poli-

of important

thc in

Compliance

is

istcr)

case vcry business risk. The

firm of law

known address

areas

risk. affect

cies

that

opportunity. Systems gatckceping can is

intake can

process a

dabbling, dili-

due

staffing avoid of loss

the

increase Efforts Education. proper to 2. pre-

to propcr awareness assure

pricing, in

unworthy and

clients, almost should avoid be policies risks and issues, constant vention proper to

gence

exit

the prevention roles.

compliance conflicts At with

According of the loss addition firm. within the to most to

leaving firm

lawyers the

for of the

both level, education is professionals

talk most system assure can to,

one a

professionally that and neglected contacted in law

functions clients

that

of the important and respon- most

a are

one

clients. clearly with the documented function sibility is this for files will handle Counsel General lull-time firm. A

practicing lawyer

committee efficiently

than

far

prevention such or a

include a having with loss more do

Policies

to

firms, is

it assignment.

In administrative

with

many

a

clients, the investing against with policy

an the things

as

recognized,

policy

is

need for (i)

the that scenario I;amiliar

a reporting

mistakes

of requiring immediate

policy

or

and committee,

in adopted few

policy after is

(ii)

the

(General years

specific a

threats

claims

person

to

a

or

policy of is

accomplished,

the

task put (iii),

that out then

policy confidentiality that

client Counsel),

the

some

prob-

the it, considers

but

remembers committee

The mind. policy privilege, the with confuse staff lawyers and

people

who

The

of the and not solved lem

out

were approval, way. firm without serving boards against client

on

subsequently hired forget,

and the

will

concerned

directly

all

policy that

door

Ombuds and

encourages

open

or an

mentioned if

it is of it

lawyers

will have

anonymously memory

even if

no

employees share neces-

to

concerns,

orientation. during

have

worrying

To about without

consequences.

a

W, sa

worrying such

responsible about of

for particular

level

the

of variety raise

There

to

person

awareness ways

a are

adopted assuring policies, existing, that those

proposing for policies, risks, their about members firm the

reasons

of

is published remembered and

great the important because written, is they This address. risks and the

are

standpoint.

risk staff

lawyers from become advantage sophisticated management and

the at recog- a

more

prevention, better

the

protect- loss ethics

nizing of

issues

policy

that is or that will

Cnmpliance: Most not

agree

a

alone know

Having Ethics

GC

the partner is. firm

ed the

fol-

or of l:ailure admission virtual

followed

be to

a

a can

protection

if the much

nice, is

but

the

rules

what

not very

invested who lawyer has are of A standard

the low care.

5 PROFESSION.M.I.A•,VYER TIlE

question. recognized

enough being by lawyers, If which is ask tile issues earlier

of the does finn know

not to rest

a

more

problem prevention getting potcnfial questions Obviously, huge predominately loss bonus.

that is still the GC

are as

a

is better problcln than with. ignorant conflict ifI dealt "'Hey, Joe's client avoided much

there is actual

sue as an

as, no

right'?",

long his then education related, tile

mailers not

as are prevention The loss functions Claims. education 3. and

wanting. questions difficult If the efforts

extreme- to

are

are handling in hand the claims and/or

hand with

to

go

sccm

them, ly has de\el- firm there of

file difficult,

and

many are

handling, supervision claims and in both within finn of the

oped high has built of the issues and

average

an

awareness

a coordinating outside against Claims with counsel. law firms

against significant prolection early warning

lhat is

system

demented, firm will include the ridiculous the and which

questions sophistication of is indi- The and volume

loss.

an

approval handle in-house the of the with firm's

want

to

may

(almost) and measurable. of is observable

that cation

success

appoint authority should have assis- insurer. GC The

to

an

play impor-

for similar GC

the should Also,

and

an reasons,

specific advantage claims counsel for the

get

tant to

case, a

lawyers.

of

in the orientation

part lant

new formally specialists and firm, of within the but should do

so

policy policies, they of seeking compliance written increase the chances

reminders that with In pursuant to to pre-

a

require generally serving privileges. people Other assistance will the follow will addition, essential. exisl In matters

are

counsel, they with the finn should policy they Education outside

the of whose u'hr if understand should. contact gen-

on

important. erally through general equally Counsel. prevention be General in is It value of loss

example, quite eye-opening aside flom thal is for

to

many,

prevention

important is of loss 4. Insurance. An

aspect

disqualifications, potential requirements, lia- for and

ethical

appropriate professional liability insurance. Tile finn

must

bility conflicts rules has the failure adhere the claims,

to Io

policy, protection provided by

only the tile understand

not

dollars, of and that

fee forfeitures the in millions resulted in

assigned requirements.

but also its Someone be

must to

con-

insured.

these losses

not

are knowing

and management tract

com-

obligations plying policy with the such efforls such in- formal Among

as as

more

requirements for circum- notice claims that of the

house CLE

type

may or

courses

potential problem [A]

avoided

is much

claim. result that could in provide credit for of the Bar's

stances

a purposes

problem better than actual dealt with. know and handle tile mandatory requirements, Someone General tl•e CLE must an

oflen-exacting requirements meetings depart- of renewal of Counsel should attend

applications. approprialcly This is tile practice of either

part

mcnts groups, as a or

maybe

practice with Counsel, function of General available the

program on or or as

specialist if available. the assistance of insurance law

ethics matters.

an

complexity, liability Professional insurance has

some

frcquenl intended raise cmails found

that short

have

to

understanding policies

including only tile but also

nol

practice helpful. is

of of

It

my

areas concern are awareness

providers. by

different Counsel The (iencral value added

week of

email firm-wide

lhe send

ralc

at cver)• lo

one or

an

legal

both the business and

should of have

aspects

grasp

a

extracting explaining policy,

might lesson

be

It

two. a or a

communicate with this insurance, of and should be able

to

rcporlcd

misfortune

in

oflncr

finn's

from

case, or a

some

importance concerning such.things of claims the

partners

as

policy,

from informing bcncfit derived

the firm of

or a

a

protection against puni- prexention handling,

loss

support,

problem explaining involved in

how

recent cannot

case a

a

importance prevention damages, of loss exclusions, tive the

policy that followed, happen if is

in firm

trap

a or a

our our

underwriting sake, for its the influences

well

to

on

as own

as

practicing

of his ordi- lawyer

fell into because he

out

was

premiums.

year's market, the insurance well

next

as as

practice.

of

nary arca

essential of communication.

5. Facililate An part

con>

a

lawyers think do this Frankly,

finn

in

too

my some

policies,

plete prevention infrastructure loss

systems,

are or

need the edu-

who do they tend

the much.

be

But nol Io

ones

for skills that make slaffto it from tile

newest

easy evewone

(maybe

shorter

could be cation. think the

Some

messages

a

firm

senior consult tile

associate the

partner

to

to most

they Up") the

bumper bul

sticker Screw

"Don't

nol

are

including General Counsel about within his

matters

con-

problem either. 3 On get

per message

responses average,

professionalism, practice issues, ethics, mistakes,

cern

indicating people, have thanks)

(from

different accom-

potential claims, difficult clients, difficult

partners, team-

something like, "Good plished something.

will

Some

say

estab- General Counsel should the

work issues. The

to

see

despite

the somebody

this before" have fold

should

idea,

us

of

enforce and of, lishment and then

encourage use an

might repeatedly. that

Others done

fact

story have

say a

so

policy sate door whatever Ombuds harbor

open or

or or

early addressed problem

it wasn't lhal because

about

grew a

policy particular

firm fear works within

other

to

any

a ease

the who favorites like. of

the One is

nay one was

scary,

or

reported have adverse

that

consequences.

may concerns

legal is

lhan responded ethics

that

statement to more

my

should advertised

of communication be

Available lines

admitting by right thing, thal that doing

being and the

honest

continuously. Certain

risks such dab- within the finn

as

it. approach he But

he thinks

and that

gets been

his

had

now

staffing improper bling, and be clients,

bad conflicts

may

after m and

such is,

fact

100

the get

responses year,

a a

giatckeeping

guarded againsl good business intake with

a

risen

whole has

of the fima of

while, the

level

as a

awareness

what fine of But system system matter.

outset

every' at

can

sophislicated high results in This

level.

pretty to more a

Till:. I'ROFESS1ONAI. I,A•YER 6

Counsel General

the

t•m•,

within the history lawyer her

by who

problems

caused stature against guard the firm the or or

a

committee

executive

the be

view in

only should behavior'? The or problem erratic not

develops my on substance !)r

a

of firm.

the of directors

board

the

committee

that management legal who knows legal is

det'cnse or best secretary

savvy

a

thee

The

finn,

for

lawyer the is GC

The not has

she same

manager. knows firm, and also primarily a loyalty is her a to

against

preach

when

should GC the

that of roles contusion

Counsel (or General talking the from •ear nothing

to

to

client

of

directors

both be

advising members firm

not to a

about.her designated persons) other

concerns.

spades tin-n.

law applies in the

in

client

for lawyers the 4 and

Every

shape culture.

help firm and

Obser•e, document 6.

independently

give legal advice

role

is

The GCT's

as

to

as

seeking

and need organization culture. It

stat-

has out

may

a position

be

in should

and he possible

not management,

a

to

poli-

compliance with impediments ing. cultural The

to new

advice.

The

take that should

whcthcr

management

to vote

consulta- and, in identified

should bc changes

needed cies

or

that

mentioned above suggests

Wcil

Altman

some

survey

taken should be

with tion

to

management• steps any

remove

does separation.

the But

this strict l\•llow

do

finns survey

not

of billable

changes. culture impediments A make thc

and

linns

whether those tell

enough information

contain to

not

emphasis

compensation

lbrmula

system, hours,

on or

or a

simply

have l'rom management the GC

do

who

separate not

individ-

developing business,

clients,

of control

on or

or on

assignment, part-time

Counsel designated General

a as

a

tolerating

training,

sink-or-swim

responsibility,

ual

or

or

they

have

whether

counsel,

claims such

duties

with

or

as

policy,

has

of forgiveness of violations

behavior, abusive

or position.

full-time created

and serious

been

a

There professionalism

risk,and unintended consequences.

bctwcen

distinction

experience strict

that

been

has

It Counsel has General

and of a thosc,

my

balances

a most

to

a

arc

extremely

is

role

and role management advisor's

cultural forces.

destructive identifying in a clear role an

frequency

whether the

question

with

will

arise

able. A

some

ethics aud other conflicts uf quick resolution

7. Assure

representation client in

of

the

take

should

firm

a

on or can

of administration systems The

matters.

hoped

lor

such issues

view of

repre-

a as

usually policy

about education and

go

posi- client,

different

of sentation

or a

a

ethics consultations

hand with hand in

on

political

sensitive

conflict,

tional

or

or

management

Consultation between the

problems. General The problems

and risk

consid-

business

other

industry

matters,

or

they problems

if

rule Counsel organization

and the

committee

are on can

prohibits ethically something

If erations.

action recommend and oIethics

to

matters

representation, if

privileged.

other lawyer

the

is

or

or

one

of they

if

matters

person- management

arc

General issue, the

resolve will

waivers

a

l]rms, the policy

business. In ncl,

some

or if in issues.

those

But decide Counsel

can

committee ethics

the

el'fcct be

iu GC

can

business

is analysis decision

the

final the

a

member officio prefer

hc be

that

panel.

Others

an ex may or

another, works representation it

choosing

decision

over

one

what-

that

(-•C full time

chair.

In

event,

assure

can

any

a or

identify ethical

the

if

the GC concen•ed

for

all better

can

operational

and particular

fin• is

the works in

system

cver

the business

and

issucs, analyze business present thc issues,

committee of inefficiency the

of the efficient.

Part

a

as

Conl'usion

decision.

business

the

for management issues

to

chair.

If

of

the calendar

problems is the rcsolving

of

means

business and

liability, counselor

risk

ethics, of

roles

of the

or

meeting, is

there greater

call the GC the

a

necessary

can

the that

situations that

suggest

maker present decision

can

timely. done will things

chance that

get

firm the neutral been Counsel has General not among

particularly

is issues

position conllicts of speedy

resolution of the overall value

damage The the lawyers, and

as

can

resolved,

conflicts until

pro*'essional Often,

important finch.

In help

in

of no

reliable matters. to are

more a

source

a

wanting

lawyers

and the file, sometimes firm, the

done it to be of the business work

general of the

matters on can

be

paralyzed. issues virtually If the

consideration

under of advance action the

that

can

may

case arc course one

occurs

finishes practice ethics

waiting the until unauthorized example, partner without resolved issues, lbr ethical a

present

as

closing, benefits. firm 3-day

the undertaking. multijurisdictional deposition concludes It

implications of

pro- a or

a

with

have

decisions

good

management to person employ- no a

motes

labor firm has If the

Employment issues. 8.

or

a

responsible

decision making ultimate

responsibility the for

designate member

wise is department, it

to

as

a

ment

available and

analysis ethical issues

of the

the instead for

should work

tie

that in for issues employment counsel

area.

individual

in

problem. Of

resolving

the options

•br

relationship

an

course informed, and this both

that with the GC

are so

appoint for that. But

committee

could

firm

different

privileges.

keeping a of

case, the better a formal should prospect be

to

lawyer,

solely firm's the

la•vyer

having firm's

the

as serve

officio

be should panels. The GC

Committees

9.

an ex

just or

decisions

making business

finn with the

management

as

panels

that

committees least,

of

the

member,

serve

at or

is then

less There client, private better. is

of the in

case a

opinion

safeguards, prevention such

important loss

as

responsibili•.

And of

of roles

confusion of

chance

course

or

panels,

and the audit committees, panels review

response

improved. or

privileges preserving

of chances

the

are

sufficiently the that

firm

the

and

educate like,

to

assure

can

of the members

management the

Discussion

com-

among

func- they

that

consulted being and properly panels

are

privileged.

are

organization is business of not mittee

a

smoothly.

tioning

and the committee the Consultation management between

Regardless

of his management! Why privileged. confuse the lawyer of organization's is DON'T matter part be 10. But

7

PROFESSIONAl, LA•,•,•ER Tile

by making lawyer lawyers of the the committee'?

of who sensitive the double management issues such will part to are

Having demand.

who of

specializes

law

in the

person

a prior

experience

EXCEPTION: from One anecdote the

lawyering resolving makes

those cfl•cient problems

prevention professional more

loss of and

suggesls

caveat, a a

reinventing daily.',

the monthly. than

weekly

answers or illustrates the of the firm will that deten•ine whal is culture

given mistakenly thought besl for that firm She there time. said that accepted had when

the Loss

at a

was a

change

appointed Partner,job that

fonl•er firm occurred when her Prevention first the great that

put

year sys- once we

general well-respecled highly professional

policies place counsel and in and and

little internal CLE. did

tems as a

a

•[•icio things qf senior made memh•'F

a•d l•im they the would settle down. Instead, hectic, partner,

got •'.v a• more

sensitivity This resulted in lhe because automatic

the ethics prevention loss issues and c'ommillee. to ma•agemet,

con-

professionalism, prevention ethics, people sideration of

recognizing and loss More

subtle

went up. were ques- as more

decision, of worked earlier, v•hich in and of itself

tions of the risks. and part

every

a

were more aware

change greatly finn,

reduced disso- in the culture of the and

privilege Privilege. maintaining chances in

The of

com-

prevention policies. and ethics with loss

nance

greatly munications the increased with within finn full-

are

ADVANTAGES OF COUNSEL III. A FULL-TIME GENERAL only lawyer time Counsel, for who is General the the finn

only and members, of its and member

management,

not

a

importance Some The •fuli-time". firm of

managers

incidentally

serving role of Counsel in clients. The (ileneral

good "Hey, list. will read this far and that

pretty

react,

was a

community business the well-established, of is

and the

most

why appoint prevention

don't loss claims But

guy,

we a a

established law there should

the law firm.

to

carry,'

over

designale employ- committee, commiltee, of CLE the

a one

recognize privilege While few haze refused in

to

cases a

lawyers, and all this and ha\e lose

meat not to pro- cover a

usually internal law firm communications, factors other

lawyer ductive full-time General

to

a

lawyer consulting influential. with

A

were

job'?" nothing, Counsel than bul Better

la;•Ter

another in about how the firm he

something missing.

is There there is

telling

avoid his about mistake client

can

a ciency appointing somebody job

in w'hosc

Nobody school be while continues the clicnl

he to to

represent

to goes a

worwing all includes about how these

privilege. lawyer

doesn't deserve

A

firm, con- a yet... at/east GC o/a law

not thinose, togclher fit of for the benefit the

suiting

General with the Counsel aboul

incft•ciency t•nn, and there is in

squeez-

privileged,

be hat do should lfthc firm

1o v, ing ohligations. the duties client in with

decision, makes unethical

such

to

an as profession where of is that the the

tenet

a

privilege advise the and client, the lhe

not

matter up cover

experience assigning with client •irst. various In

comes our

might be lost. results But lhat the consultation in

suppose

obligation

people flmctions with

to concurrent to

a se•-ve

action: client infon•cd the mistake, the the is of (a)

proper

job description basically "'putting clients, the is fires"-

out

continuing (b) contlict of invol\,cd the the

interest in

repre- dealing emergencies planning, educating

with rather than

explained, independent sentation is with consultation

(c)

systematizing defense for the firm. coherent

system or a

(d) is recommended, the conflict of counsel and

interest is

Elf

criticism. that This is intended

leon

•ot years ago,

was

as

waived believe after such consult.alien. that lhe consulta-

lawyers approach. against and reasonable Suils

rare, x•cre a

privileged by tion General Counsel would be held with

even

problems limitations the basic missed of

slalule

or

were a

privilege have held that there those that is internal

coucts

no

abetting legal description. Aiding

botched and crooked

a a

the continues while firm the client. if But

represent

to

even

blatant, insinuated, inferred client would have be

Io not

or

privilege, is risk is there value that there the the firm

to

a no

today. approach

is sufficient draw claim. That

not

a

assuring immediately of General informed lhal Counsel is

,job,

specialization.

full-time

efficiency

the The of As

indepen- importance

a of of

the firm. If mistakes is vital

to

adwmtages specialization

benefit lhe substan-

of that

judgment containing early,

dent same chances of is enlisted the

ability practice play along with

into the tive

to damage impro\ immeasurably

areas come cd.

are

problems competing demands. focus Plus, without clienl

on

disadvantages DISADVANTAGES The of General

a job Counsel does in education and better the the (•eneral

position practical

They

Counsel than rather theoretical.

arc

help responding

help, in demand his for the requests to

more

include:

job right, that the will lfthe does his her be. (}C

so mem- or

Finding somebody Nobody (b) do it. call, who school (a) of firm bolh know call. know be bers the to to to to to goes

f•rm, although of law inter- GC least

will be almost and it (c) call, and feel free there

yet, constant at not to

a a

might

someday just right be done rupIions issues, waiver with firm ethics with the conflicts

matters, on a

on on

Looking la,•Ter culture, almost inconceivable it is issues, eft•cient after

that is ]t

pretty etc. to year so. or me a a

days who is established business and t]rm could do

view, 200 member of another with 200 from

not year an

a

a

job. passably problem lawyers, individ- There three in effective thal

aspects:

up

year even a comes

once a an are a

day practice lawyer's in the firm.

ual

up comes once a a Finding somebody willing

who is do it.

to

problem week, and that 5

years,

every

once a a

occurs once

ht-J,is Finding somebody able do it.

to

practitioner •a, might problem individual that arise for

every

an

eise

firm month. made Finding somebody will arise in the firm A 25

do it.

up to years once a

g

I)ROFESSIONAL 'lllE

deposition,

taking difficult

rather just

been

had

relaxed". people tell To job is of GC

the a

To to

extent,

no.

some

covering

used

the in of for generally

to prac- partners

require, This is

area

the GC off, my respect.

that

one

s carry

prob-

somebody else's dealing

with Going back something in. tice working.•ogether doing other

to after earned

years

indeed. relaxing

only is generally lems

be will There Counsel. General being than a

do it. people firm who in

few

lawyer takes who

and firm the between can Trust a a

on any

of responsibility firm the

business for the

fEll-time

doing mak- it. Like risk man- people

will such Many want to not

big necessity.

It

is

It Counsel step. is

General

firm, of the executive

lull-time a the

lawyer productive

ing a

ager or a

a

firm.

advantage the

provide tremendous

in to

deal of

have Counsel General great trust full-time may a must a

that

worth

in

ability demonstrate

and his

firm his the ways All problem succession. to are of also the is There

success-

General full-time Such

model.

ordinary firm

law the

of have Counsel

General a firm

not law

ful

aware

am

responsibility for

practice his gives his

enough effect Counsel in

position is exceptions, the "emerged". With up

new

firm.

in the

others

work billable his of and replacements clients

choosing to

about most

anecdotes few there that

are

firm

emphasizes clients

that

all

culture

prob-

firm's While

be

do it Finding else are

useful.

that

to our a can

someone

are

recognition

that obviously

is

there still probably

clients

will conclusion, a

tentative

have a anyway, When lem.

a

clients

relationship

with solid

solid repeat lawyer has who

article. another write a

firm's

the firm.

the From

value significant has

for to

matters

COUNSEL"

"GENERAL NAME? IS THE A WHAT'S IN

IV.

Counsel does appointing General

standpoint,

of" not

a course,

IMPORTANT?

TITLE

Counsel General the clients, but

his fim• the

per- cost

new

"Campers'

earning son's basis. by of

another

feature it

his keep A sonally

camp was stature summer my on

must

appointed

boys

various Day"

to

were

gain

people

instance,

For way

oi•.e

skele-

positions while all but

staff

a

cover

give enough

having

by is

to

money respect

weekend

off. day At

had the

staff

ton a

they

claim that

credence

generous.

to

are

a

telling that ten-year-old

visit,

Pete Prevention

firms, the Loss

In

us was

some

anybody

and I'm

bring

than in "'1

more

cabin for his counselor

cabin had been

he

Genera/Counsel is keep

enough

Partner give willing

cop, to to

a pay to

up or

the That

Dad! Campers' "And Day.

was

on

partner" both tun is bright

this

to

young

camp! through Wc

tornado

day

the

came

hogwash,

generally

and, while

can

say

Nobody

what knew really

scared!

to

were

result.

produce dcsired help the somctimes

the Somebody '[[cy, You're Pete!

said, do!

by of

the because 90%

is partner's billable

time that

Once cut

Why

with

everybody bed crawled in

counselor', and

me.

and leverage that job, lost he has or"

the G(' must demands

they that'?"

do

did

contri-

good demonstrable ideas, elsc, like something rely on

persuasiveness.

title for better

in

firm, and is There welfare of the bution the worse. or power a to

Connscl General perfk)r- established the of Fields Carlton indicators measurable Before will lose GC full-time A

ethics, loss

functions performing implemen- the above

education, and all

title, of

creation The systems,

was

munce.

Management

"Risk

prevention, claims, saved the firm

policies have

and o•" etc. tation systems was

a

may

Counsel",

Partner", "Ethics by Prevention 3%, realization Shareholder", incrcascd "Loss time, in dollars rates million

The functions.

couple did, of other and it Counsel" but because claims, dollars "Claims in

million avoided and

ten a

couple of time. virtually full responsibilities A become had anywhere: it isn't

thinking

and suggested title• change

in the

partners

was

my

problems have'?" do

"What

we

the but in awkward, using

The

about it.

terms were were we

Bill pretension. that learned

avoid firm, of the culture we

Womble

of

Counsel

General first

named the

Raper had been paying

if have

why

By

the "'Great.

you

we way, are we

experience opinion. My

for his Carlyle, called him and exact-

problems'?"

no

firm, has the Within advice.

his his, and

echoes

ly

follows one

multiplying

spreadsheet

the

show

can't You

a

answer on

earned it

lawyers he

has

because senior with the

over

stature

anything

else.

by anything else

hours

rates

or or lawTers, the associated newly with the decades, but several

stressful,

is people like it. It will making pretty

it easi-

title, And presumption with the not

many

stature

comes as a

problems in immediate of

high authority lending having such functions,

percentage and education perform

the

a

to

er

paralyzed the

without

is help

desigmed of with policies

which

following partners

answer insistence

the to

your

one to

on

dealing emotions question, with the tough

"puts sometimes

demonstrating firm

the that prevention issues, and loss or to

a

of accused somebody him

until

had emphasis he didn't ethics

lawyer know and

is" in its

mouth its where

its

on a

money

fact making The

mistake.

unethical

something

doing

lawyers

prevention. title And the to to loss a or

come encourages

is

the It increases job

clients stress.

through if do the and that

strangers

tornado not the when

you your are

comes

you

it,

really

focused

had

worked. have warnings hard

watches not

right, when the

on appear. ever as as or

even

and

paralegals

the hall

in

of

but

me

saw

ago, our

one year

a

dealing

with

in benefit additional

is There

persons

an

it asked her

what

different!"

look Winders said, "Mr.

you

General

from

receives letter

If

firm.

the

outside

a

someone

why, look

but

know don't said, "'1

and she

you

was,

good of" idea recipient has

the finn, pretty Counsel of the a

9 I,A•.•, YER I'ROFESSION:•d, TIIE

plenty

though authority speak work for Foolish

firm, writer's for the and "his clients." lhe is, oflhc it there to are scope

another. of firms that this degree like in writcr. Thc finn •ish lhe confidence of tile firm the

operate to may or one

Obviously,

would with rules, foolball the ethics amcndmenls

system

1o commcnl Io team a

or no one a run on

quarterback catching for easier, is his that the nicale about conflicts issues. It

passes, conveys pays

or

own more

fining getting

yourself accurately, him for sacked doesn't effective introduce the when his line and is

Io as even more

equivalent is cultural firms Management Risk show' that in law

than, General Counsel "I But firm's not up.

am

job probably prevention of the loss in that wonder what and the lbr Carllon Fields. You Shareholder partner uncommon,

opposition culture, in Well, is. is Managemenl finn that the firm Shareholder

Risk

operates to among

one a

responsibilities job does harmony rules, stuff in with it. There but crime

of that tille is like

not to comment pay.

are

on

prevention necessarily equals Managemenl'" enforcement. law Besides," Prevention" "Risk this." Loss Loss or

requires mistakes it

like the

firm makes

sounds

many

a

so consciously created blessed with have Othcr firms

are or

Hopefully,

lawyer the firm

them

full-time

to

up.

cover prevention

the loss result, culture, different and

a as a

somebody's

invested

because il has makes fewer mistakes

procedures emphasis creating education, that be

on can on

policies make mis-

and thal time attention

systems Io to

pay alcrling dan- follow.', clear the members

and

to

to

easy

on are

likely. General

is il easier be

takes less In

event, Io

any a

escaped demon- attention, trends thal have

gers may on

or

counsel, claims loss be risk Counsel

lhan

to pre- manager,

slrating accomplishing

policy contributes the how

team

to a

charge in of the conflicts

elhics and vention

panner

partner,

creating

of effort, for resolution the

prompl

on resources

duties the

if the

program, same. cvcn are practical making issues, easier difficult it ethical and and

practice RESPONSIBILITIES ISSUES Prevention does AND CULTURAL and safer law. Loss V. LAW FIRM not to run

in finn where firm culture

counter to

a

Prevention finns, the

Loss

In

some

firm, the clients clients of the not

are

hc Counsel is

General As

Partner

cop.

or

a

"'property" lawyers, and of individual

people doing

job

catch

it,

his is

Io

sees

avoided, rather \•hcre claims be

to

arc

concctivc

and inslitule

thim,s

or

wrow,

requires

work, change

Culture but it

doing business.

considered of

than

can cost

a

bring

punitive rule-brcakcr action,

the

to

it worth it. be done and is

position

('ounsel is m General A compliance. into to

a

damaging change help

firm management

su•rised this

first heard

when

was

dangerous

culture of firm in

aspects

a or

responsibili- lawyer

t?om with this view

a

position indcpendent that less

way

a can-

m;@•r thoughl

that firm.

in

ty

was a

a

assuming is backed itself, The title il

not.

realize lhal in

look

it. really

at to

poor way some now

helpful,

doing Gencral by good job, is but since the

up

a

culture because the firln

it be,

that is the firms,

must

way

_job working legal prob-

finn Counsel x•ith full-time

a on

it. forces

"production" dependent in but the

lems is

not any

sense on

"ownership"

permit emphasize client firms that Those

suggesting firm, motives for overall welfare of tile his or

production and indi- in the short

individual control,

term,

change economic sclfinlcr- such in finn be

or

cannot

seen as

a

production overall contribu- than the

slatistics rather vidual

being

of advisor rather than As part management esl. to

an

rival- culture that have the whole, firm tion

creates identify counterproductive Io work and he forces it,

as a a

at

sug-

can

practice the

offices, all

members,

bclween

changes is odds thal the fim• culture or areas, ry gest to not at

assure

vimmlly

of the fi•n culture Such of the above.

aspect prevention policies goals.

and

ethics with loss an

or

of prcvcntion

be

that loss

guarantees

may source seen as a

quite interplay

thought written bit about the

have and

a

apply

sidestepped, thc other

that rules that

should be

to

or

prevention hand and loss

fim• culture the between

on one

help.

rather than

that hindrance

a guy, are

or a

goals interested other, the those and

and other want

may

on

the that is it

culture, firm with that

In pretty

to

g/Law

Ccm,vcquc•nce.s (Yhe easy K, Firm sec

U•Tinte•Med a

to

see vsc•cc

simple example.

image result. take

be the "cop" To

counterproductive regarding must Management) and forces,

a

see

adopted policy of

the insistence

finn has such

at Importance and Orercome Culture How suppose Lau, f'irm Its a a

to

that Prevention its carrier Loss its insurance

changed.

regarding it person be how culture 1l, a

or

see as

can

which the firm of law in lawyer "dabble" in

should

not important

extremely of finn lhat for the areas

to

assure success a

of formu- the in fo•

specialists.

finn culture the has But

adjusted ethics,

odds with culture is work

a its

at not to

as

so

construction compensation A, rewards Partner late

systcm

requires prevention. change loss Culture values a

core or

planning

work for the bringing lawyer, in the for

estate

hap-

is it. work, be done and is worth it It but it

not

a

can

and also rewards client, biggest construction of his

and firms will have however, business, hazard owner

more

some

for the client, and

for that

the work done for percentage him work do others. than

to

client, and for the department for that in his of work done

CONCLUSION Vl.

client", is conversely, since it "A's of that clicnt: "'control"

specialization,

is that the drawback of

only

Planning lesser A

B Partner finn rewards Estate the guess, to one am

a

paying

contribution is. And whaI attention the rewards

in fact work, B

and ifB does greater the to most

my to extent

a

the*job

with'

convinced that his impo•ant is equally the fact that the

of ignoring in favor work %r A's person extent

"File PROEESSIONAI• I,A•VYER 10

failure deliberate of

policy weak, because

to

that it is. evidence hardly

scientific important quate, position is is a or

or our

sit-

forn•er client

this

policy, treated

the

observe

the

court

as a

is it

that does n,ot But

true.

not

mean

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