Indispensable Counsel: The Chief Legal Officer in the New Reality

Paperback | April 11, 2013

byE. Norman Veasey, Christine T. Di Guglielmo

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Legislation and case law following the relatively recent corporate scandals have increased scrutiny on the ethics and integrity of individuals, and the culture they create, at the highest levels within the corporate structure. The corporate General Counsel (GC) is a key member of that group.This enhanced attention increases the already substantial tensions facing the GC, who must navigate the demands and interests of various corporate stakeholders - including the board of directors, officers (particularly the CEO), stockholders, and employees - while also serving the best interests ofthe client, which is - and should only be - the corporation itself. In light of these heightened expectations on ethics, integrity, and other liability concerns, Indispensable Counsel: The Chief Legal Officer in the New Reality examines the key role of the independent, yet business-oriented, chief legal officer. Indispensable Counsel provides readers with thefoundations of corporate representation followed by practical guidelines on how the multiple roles of GC are, or should be, resolved, with best practices as the goal. Former Supreme Court Justice of Delaware E. Norman Veasey and coauthor Christine T. Di Guglielmo bring their stature and wealth ofexperience in the field to bear in this must-have resource for anyone interested in the role of corporate counsel.

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Legislation and case law following the relatively recent corporate scandals have increased scrutiny on the ethics and integrity of individuals, and the culture they create, at the highest levels within the corporate structure. The corporate General Counsel (GC) is a key member of that group.This enhanced attention increases the already...

E. Norman Veasey is a senior partner at Weil, Gotshal and Manges. In addition to other roles in the firm, he advises on corporate governance issues involving the responsibilities of corporate directors. Mr. Veasey is the former Chief Justice of the Delaware Supreme Court, stepping down in 2004, after serving a 12-year term. His tenure...

other books by E. Norman Veasey

Format:PaperbackDimensions:286 pages, 9.21 × 6.14 × 0.68 inPublished:April 11, 2013Publisher:Oxford University PressLanguage:English

The following ISBNs are associated with this title:

ISBN - 10:0199315604

ISBN - 13:9780199315604

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Table of Contents

About the AuthorsAcknowledgmentsBen W. Heineman, Jr.: ForewordIra M. Millstein: ForewordPrefaceIntroduction1. The General Counsel's Challengs in the New RealityA. The LandscapeB. Key Characteristics of the General Counsel PositionC. Dealing with the New RealityD. Key Takeaways for the General Counsel's Challenges in the New Reality2. Evolution of the Role of General CounselA. Historical PerspectiveB. Modern RealityC. Key Takeaways on the Evolution of the Role of General Counsel3. The General Counsel on the Balance BeamA. The Many Hats Worn by the Modern General CounselB. The Lonely Middle: Relationships with Senior Management and the BoardC. Other RelationshipsD. Key Takeaways for the General Counsel on the Balance Beam4. The General Counsel Leading the ChargeA. Establishing and Maintaining a Legal and Ethical CultureB. Ethics and Professional Conduct Rules Governing In-House CounseC. Demonstrating Openness and Community InvolvementD. Key Takeaways for the General Counsel in Leading the Ethical Charge5. Advising the Board on Corporate Law and Other LawsA. Corporate Law and Corporate Governance Under State LawB. The CLO's Advice on Other Laws and IssuesC. Key Takeaways for the General Counsel in Advising on Corporate Law and Other Issues6. Managing the Legal DepartmentA. Need for Adequate ResourcesB. Compartmentalization and DecentralizationC. Global ChallengesD. Working Within the Law Department BudgetE. Choosing Outside CounselF. Key Takeaways for the General Counsel in Managing the Legal Department7. The General Counsel in the Crossharis: Exposure to Sanctions, Prosecution, and LiabilityA. Conceptualizing the Role: The General Counsel as Advocate, Gatekeeper, or Persuasive CounselorB. Reporting up and Reporting outC. Understanding the Risks: Types of Liability Exposure Confronting In-House CounselConclusionAPPENDIX A Table of Contents of The Corporate Director's Guidebook (6th ed.)APPENDIX B Table of Contents of Stephen A. Radin, The Business Judgment Rule (6th ed.)