The Role of the Modern General Counsel
(Same as GSBGEN 544) The news is filled with reports of one corporate crisis after another - names like BP, Goldman Sachs, Bank of America, AIG, Siemens, Toyota, and issues like backdating, bribery, antitrust violations, insider trading, procurement fraud, health and safety violations, consumer class actions and the like. And often the cry is heard - where are the lawyers? This course explores the evolution of the role of the general counsel in major American public companies and, more broadly, the expanding role of in-house counsel. These are the lawyers in the trenches, on the front lines of American businesses. Each week, we'll review another dimension of the general counsel's job. We'll consider how general counsel today play an important role on the executive team of major companies and explore the different ways in which general counsels manage large corporate legal departments and direct functional legal areas like litigation, IP, corporate and securities, M&A, environmental and employment law. We will also examine the professional responsibilities and legal obligations of the general counsel -- including the delicate and sometimes conflicting reporting relationships to the CEO and the board of directors -- and consider how an in-house legal department fits into a corporation's organizational structure and how it supports the company's operating units on a day-to-day basis. We will explore the general counsel's role in internal investigations, regulatory investigations and compliance programs, and governmental affairs. We will also consider current practices in how in-house lawyers select, collaborate with and evaluate outside counsel. The class will meet weekly and we will invite current and former general counsels to join us occasionally for our discussions. Each student will be expected to participate actively in class discussions, and will be required to complete two projects, each in collaboration with three other students and submitted as a team, presenting how the team would address a complex set of legal and business issues.