Markkula Center of Applied Ethics

The Chief Legal Officer in the New Reality

By Miriam Schulman

The Chief Legal Officer in the New Reality Role of the General Counsel: Managing Law and Ethics

The role of a corporate general counsel expands far beyond addressing the question, "Is it legal?" to encompass the question, "Is it right?" Christine Di Guglielmo told the spring 2012 meeting of the Center's Business and Organizational Ethics Partnership.

Di Guglielmo, a member of the Litigation Department of Weil, Gotshal & Manges, is the co-author with former Delaware Chief Justice Norman Veasey of Indispensable Counsel: The Chief Legal Officer in the New Reality. She was joined by Daniel Cooperman, of Counsel at Bingham McCutchen LLP, and former general counsel of Apple and Oracle, and Tom Lavelle, general counsel of Rambus, in a panel discussion on the ethical challenges facing chief legal officers (CLOs).

Di Guglielmo described CLOs as being "on the balance beam," navigating tensions between their single client the corporation--and the many constituents including company executives with whom they interact. CLOs must maintain their independence as corporate gatekeepers, making sure that the company meets its legal responsibilities and/or financial reporting requirements, without losing the trust of all of its stakeholders.

Cooperman elaborated on that theme. "How do you establish a relationship of trust so that senior management feels confident sharing confidences with you when you also have an obligation to be a gatekeeper? These two roles are in direct conflict. How would it be possible for senior management to trust the person with the whistle in their pocket?"

To Lavelle, the conflict can be alleviated if CLOs and other corporate executives share a set of values. "Make sure you're getting involved with a company that will have the same goals as you do," he advises potential CLOs. Otherwise, he said, "you'll have a hard time merging your vision of what the company needs to do from the ethical point of view with that of company management."

Di Guglielmo and her co-author favor the model of the CLO as persuasive counselor rather than snitch. "The general counsel should use advice, courage, and trust to affirmatively guide and persuade the corporate actors to go in the right direction." She urged general counsels to make the business case for ethics, showing executives the impact for the bottom line of a loss of reputation or a case of outright fraud.

Miriam Schulman is the assistant director of the Ethics Center.

June 2012