This seminar examines the role of today's in house counsel, primarily for the public, global enterprise. The rise in importance of in house counsel is one of the most important developments in the profession in the past twenty-five years.
The seminar will explore key roles in house counsel play, including advising boards of directors and senior management, meeting corporate compliance and disclosure obligations, conducting internal investigations, structuring transactions, managing disputes and purchasing outside legal services. These roles implicate challenging regulatory, ethical, privilege, and liability issues, which we will consider in detail, using real and hypothetical fact scenarios to illuminate the complexities.
A focus of the seminar will be the challenges in house counsel face in balancing their dual roles as trusted business partners on the one hand and, on the other, guardians of the ethical and reputational capital of the enterprise. Dissecting examples of failed in-house lawyering, such as occurred at HP (pre-texting scandal), Wal-Mart (FCPA violations in Mexico), and News Corporation (hacking and obstruction of justice), we will seek to identify tools to help in house counsel mitigate organizational risk-taking and dysfunction.
The seminar will also address the changing dynamic between corporations, their law firms and non-law firm legal service providers. As the most important purchasers of legal services, in house counsel have fundamentally altered the marketplace, challenging the traditional law firm model, fostering legal process outsourcing and promoting new types of service providers.
The role and responsibility of in house counsel in the legal policy arena will also be addressed. In house counsel are uniquely positioned, for example, to influence diversity and inclusiveness in the profession, challenge antiquated rules of practice and improve the fairness and efficiency of the civil justice system in the U.S. and globally.
Students will be required, before each class, to submit two questions raised by the readings for that class. Class discussion will be guided by the reading reaction questions, together with real and hypothetical fact scenarios. Students will have the option of a take home exam or a research paper; the research paper may serve as minor or major writing credit upon the assent of the instructor. Grading will be based on the exam or paper, class participation, and the reading reaction questions.