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The Pivotal Role of the Corporate General Counsel in Promoting Corporate Integrity and Professional Responsibility

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The Pivotal Role of the Corporate General Counsel in Promoting Corporate Integrity and Professional Responsibility The Catholic University of America, Columbus School of Law CUA Law Scholarship Repository Scholarly Articles and Other Contributions Faculty Scholarship 2007 The Pivotal Role of the Corporate General Counsel in Promoting Corporate Integrity and Professional Responsibility Sarah Helene Duggin The Catholic University of American, Columbus School of Law Follow this and additional works at: https://scholarship.law.edu/scholar Part of the Business Organizations Law Commons Recommended Citation Sarah Helene Duggin, The Pivotal Role of the Corporate General Counsel in Promoting Corporate Integrity and Professional Responsibility, 51 ST. LOUIS U. L J. 989 (2007). This Article is brought to you for free and open access by the Faculty Scholarship at CUA Law Scholarship Repository. It has been accepted for inclusion in Scholarly Articles and Other Contributions by an authorized administrator of CUA Law Scholarship Repository. For more information, please contact [email protected]. THE PIVOTAL ROLE OF THE GENERAL COUNSEL IN PROMOTING CORPORATE INTEGRITY AND PROFESSIONAL RESPONSIBILITY SARAH HELENE DUGGIN* INTRODU CTION ............................................................................................... 99 1 I. THE GENERAL COUNSEL IN CONTEMPORARY ENTITIES ............................ 995 A. Historical Trends in the Role of General Counsel ........................... 995 B. Emergence of the ContemporaryModel ........................................... 996 C. The Multifaceted Roles of ContemporaryGeneral Counsel........... 1001 1. Form al Functions .......................................................................... 1002 a. Traditional Lawyering Roles ................................................. 1003 i. Legal A dvisor ................................................................... 1003 ii. E ducator ............................................................................ 1005 iii. Transactions Facilitator .................................................... 1006 iv. A dvocate ........................................................................... 1007 v. Investigator ....................................................................... 1008 vi. Client Representative ........................................................ 1010 b. Q uasi-Legal Roles ................................................................. 1010 i. Com pliance O fficer .......................................................... 1010 ii. Corporate Ethics Officer ................................................... 1012 * Associate Professor of Law and Director, Law and Public Policy Program, Columbus School of Law, The Catholic University of America; formerly Vice President and General Counsel, National Railroad Passenger Corp.; Chief Legal Officer, University of Pennsylvania Health System; and Partner, Williams & Connolly, LLP. An earlier version of this paper was presented on January 5, 2007, at the American Association of Law Schools (AALS) annual meeting in Washington, D.C. My thanks to Professor Carol Needham, Chair of the Section on Professional Responsibility, for her creative ideas and for inviting me to participate in the panel on "Navigating Treacherous Waters: Initiating an Investigation, Going Up the Ladder and Reporting Out." Thanks, too, to Association of Corporate Counsel (ACC) Vice President and General Counsel Susan Hackett for her perceptive comments and for allowing me to access ACC's online library, to my colleague Professor Lisa Lerman for her insights, and to Sean Murphy of the Columbus School of Law Class of 2008 for his invaluable help with research for the article. As always, my abiding thanks to Kirk, Alex, and Bryant Renaud for their constant support and encouragement. SAINT LOUIS UNIVERSITY LAW JOURNAL [Vol. 51:989 c. Management and Other Extra-Legal Business Roles ............ 1012 i. Manager of Law Department and Related Functions ....... 1013 ii. Manager of Outside Legal Resources ............................... 1014 iii. Corporate O fficer .............................................................. 1014 iv. Management Committee Member .................................... 1015 v. Strategic Planner ............................................................... 1015 vi. D irector ............................................................................. 10 16 2. Informal Roles of General Counsel .............................................. 1016 a. Legal Services M arketer ........................................................ 1017 b. Ad Hoc Planning Advisor ..................................................... 1017 c. Ethics C ounselor ................................................................... 1018 d. C risis M an ager ...................................................................... 1019 e. A rbitrator ............................................................................... 1020 D. The Desirability of a Broad Vision of the Role of G eneral Counsel ............................................................................. 1020 II. THE GENERAL COUNSEL AND THE TONE AT THE TOP IN THE POST-ENRON/SARBANES-OXLEY ERA ............................................... 1023 A. The Role of the General Counsel Pursuantto SEC Provisions and the Model Rules ....................................................................... 1027 1. General Counsel as Chief Legal Officers under the SEC's Part 205 Rules ............................................................................... 1027 2. Mandatory Reporting and Permissive Disclosure Pursuant to M odel R ule 1.13 ....................................................................... 1030 3. Sarbanes-Oxley's Independent Counsel Provisions ...................... 1032 B. The CriticalRole of the General Counsel in Fosteringa Climate Conducive to Reporting Up and Resolving Significant Legal Problems ............................................................ 1032 III. BEGINNING A CONVERSATION: AREAS THAT MERIT CONSIDERATION WITH RESPECT TO THE GENERAL COUNSEL FUNCTION ...................... 1033 A. Separate Counsel Provisionsand the Needfor Counsel CoordinationProvisions ................................................................ 1033 B. Ongoing Attention to the Relationship Between General Counsel and Corporate Directors.................................................. 1039 C ONCLUSION ................................................................................................ 104 1 2007] THE PIVOTAL ROLE OF THE GENERAL COUNSEL INTRODUCTION In the complex, highly regulated world in which business corporations operate, corporate general counsel play a key role in promoting organizational integrity and ethical lawyering. The fiduciary and professional responsibilities of the general counsel'-or chief legal officer2-are explicit in the rules adopted by the Securities and Exchange Commission (SEC) pursuant to section 307 of the Sarbanes-Oxley Act of 2002. 3 They are also implicit in the August 2003 amendments to Model Rule of Professional Responsibility 1.134 5 adopted by the American Bar Association's (ABA) House of Delegates pursuant to the recommendations of the ABA Task Force on Corporate Responsibility. 6 The real power and potential influence of the men and women 1. While outside lawyers or law firms sometimes serve as general counsel to entities or their components, for purposes of this discussion the term "general counsel" refers to a lawyer employed by a corporation or other organization to serve as its chief legal officer with responsibility for overseeing legal matters pertaining to the entity, including its governance, finance, and operations. 2. The term "chief legal officer," customarily abbreviated "CLO," is employed in some organizations in lieu of the term "general counsel" because it is comparable to the terminology used for other executive functions, such as "chief executive officer," "chief financial officer," "chief operating officer," etc. "Chief legal officer" is also the terminology used by the Securities and Exchange Commission (SEC) in its Standards of Professional Conduct for Attorneys Appearing and Practicing Before the Commission in the Representation of an Issuer, 17 C.F.R. § 205 (2003). 3. Sarbanes-Oxley Act of 2002, Pub. L. No. 107-204, 116 Stat. 745 (2002) (codified as amended in scattered sections of 11, 18, 28 and 29 U.S.C.). In section 307 Congress directed the SEC to issue rules: setting forth minimum standards of professional conduct for attorneys appearing and practicing before the Commission in any way in the representation of issuers, including a rule- (1) requiring an attorney to report evidence of a material violation of securities law or breach of fiduciary duty or similar violation by the company or any agent thereof, to the chief legal counsel or the chief executive officer of the company (or the equivalent thereof); and (2) if the counsel or officer does not appropriately respond to the evidence (adopting, as necessary, appropriate remedial measures or sanctions with respect to the violation), requiring the attorney to report the evidence to the audit committee of the board of directors of the issuer or to another committee of the board of directors comprised solely of directors not employed directly or indirectly by the issuer, or to the board of directors. Id. at § 307; 15 U.S.C. 7245 (2000 & Supp. II). 4. MODEL RULES OF PROF'L CONDUCT 1.13 (2003). 5. See ABA HOUSE OF DELEGATES, RESOLUTIONS OF THE ABA HOUSE OF DELEGATES (Aug. 11-12, 2003), availableat http://www.abanet.org/media/corpgov.pdf
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