Published for Thomson Reuters Legal Executive Institute on April 18, 2016
We conducted a memorable program in New York on April 12, 1016, stimulated by the recent release of Ben Heineman’s ground-breaking book, The Inside Counsel Revolution: Resolving the Partner-Guardian Tension, published by the American Bar Association’s Ankerwycke Books.
Co-hosted by The Harvard Law School Center on the Legal Profession and the Thomson Reuters’ Legal Executive Institute, the event explored the complex and challenging role of the general counsel in 21st century American business. About 100 distinguished leaders from corporate legal departments and law firms attended the invitation-only event.
The discussion began with an overview by Mr. Heineman of the vision he expresses in his new book, as discussed in LEI blogger Gregg Wirth’s post last week. Central to the conversation that ensued was Mr. Heineman’s prescription that the general counsel must act as “guardian” of the corporation’s integrity and reputation.
The audience was then treated to an illuminating and candid conversation — among four of the most influential participants in contemporary American Law — of the implications of Mr. Heineman’s vision for the general counsel. The panel consisted of:
- Brad S. Karp, Chair of Paul, Weiss, Rifkind, Wharton & Garrison LLP;
- Gary G. Lynch, Vice Chair of Bank of America;
- Laureen E. Seeger, Executive Vice President and General Counsel for American Express Co.; and
- David B. Wilkins, the Lester Kissel Professor of Law and Faculty Director for the Center on the Legal Profession at Harvard Law School.
…[I]t is imperative for outside counsel to provide candid and honest assessments to their clients — to tell them what they need to hear, not what they want to hear.
Each panelist embraced Mr. Heineman’s vision and then shared insights into what it means in the context in which each of them participates in the legal ecosystem. Here are some highlights:
Laureen Seeger brought the GC role as “guardian” to life by sharing specific stories of situations in which she has been called upon to challenge her CEO and board of directors on how best to handle controversial, sensitive, high-stakes decisions. She described in very human terms how difficult it is for the GC to deal with the many competing business, personal and political considerations in resolving nettlesome issues that have no objectively right or wrong answers. Ms. Seeger observed that the GC must be willing to lose her job on any given day to be able to assert her position as forcefully as may be required.
Agreeing with Ms. Seeger’s portrayal of the GC role, Gary Lynch emphasized how essential it is that the GC have a “seat at the table.” The GC must report directly to the CEO and have comparable standing with the other key decision-makers in management. Without that standing, the GC cannot wield enough influence to be a true guardian.
Brad Karp brought the outside counsel perspective to the conversation. He said it is imperative for outside counsel to provide candid and honest assessments to their clients — to tell them what they need to hear, not what they want to hear. Such candor is a vital enabler for the GC to play the guardian role.
Mr. Karp stressed that such candor is most likely to occur when outside counsel and the GC build a genuine and mutual trust relationship over time. He also emphasized that law firms have a responsibility to maintain a culture that expects and permits their lawyers to communicate honest assessments to clients, without regard to the consequences in terms of short-term client reactions.
David Wilkins commented on the implications of all this for legal education. Among other observations, he identified five areas law schools need to pursue:
- Research and evaluate the changes evolving in the way legal service is delivered;
- Educate students on the emerging new responsibilities of lawyers;
- Teach students “complimentary competencies” such as fundamental skills in finance, IT, and conflict resolution;
- Extend the teaching relationship beyond graduation; and
- Actively celebrate examples of courageous ethics.
The panel was followed by a robust open discussion with the audience, which included other leading general counsel, Ricardo Anzaldua of MetLife, who discussed some of the challenges in MetLife v. FSOC; Alex Dimitrief of General Electric; Deirdre Stanley of Thomson Reuters and Michael Fricklas of Viacom. The observations from the audience added materially to the discussion.
It was a remarkable afternoon.