Law Firms Must Assist in Evolving GC Role

By Michael Greene

March 14 — The evolving role of the general counsel into being more of a business partner and strategic adviser has created a corresponding need for outside counsel to assist in these areas, in-house attorneys said at a March 11 conference.

“I won't use a lawyer that isn't business savvy,” Richard Lucas, executive vice president, general counsel and secretary of Walker & Dunlop Inc., said at Georgetown University Law Center's Corporate Counsel Institute in Washington.

While observing that there are limitations as to how much law firm partners who have never been general counsel will understand about an organization's business, Lucas added that if an outside lawyer didn't want to weigh in on a matter because it was a business decision, “that would be the last time I used him or her.”

Rodney C. Pratt, vice president, general counsel and corporate secretary of Converse Inc., said the partnership with outside counsel is essential to a general counsel's success in the new functions. General counsel now are managing their outside law firms to make sure they understand their companies' strategy and risks. Ultimately, this helps the general counsel determine what is in the company's best interests, he said.

Balancing Roles

While the general counsel role now requires them to wear their business hats, the panelists also said that their more traditional responsibilities remain prominent.

“You never shed the cop role,” Lucas said, adding that the general counsel still must establish a culture of compliance.

However, the panelists agreed that there must be a balance between the roles of enforcer and business adviser.

“People generally want to do the right thing and you need the legal department to be a place” people want to reach out to for advice, Lucas said.

Balancing these roles may be a matter of how advice is branded and packaged, Pratt suggested. A general counsel has to be a lawyer that enables creativity and innovation to flourish by providing guidelines and guardrails. This may mean that the general counsel sometimes shows up as a friend with advice, not as a parent admonishing employees not to do something, he said.

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