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 of the 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 the foundations 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 of experience in the field to bear in this must-have resource for anyone interested in the role of corporate counsel.
Sprache
Verlagsort
Zielgruppe
Für höhere Schule und Studium
The book is intended for lawyers, particularly senior in-house counsel and outside counsel-who represent corporations. Other audiences include law students and business leaders.
Maße
Höhe: 234 mm
Breite: 156 mm
Dicke: 16 mm
Gewicht
ISBN-13
978-0-19-931560-4 (9780199315604)
Copyright in bibliographic data and cover images is held by Nielsen Book Services Limited or by the publishers or by their respective licensors: all rights reserved.
Schweitzer Klassifikation
E. Norman Veasey is a senior partner at Weil, Gotshal & Manges. Christine T. Di Guglielmo is an associate at Weil, Gotshal & Manges, practicing in the Delaware office.
Autor*in
Senior PartnerSenior Partner, Weil Gotshal & Manges LLP (Delaware Office), Wilmington, DE, United States
AssociateAssociate, Weil Gotshal & Manges LLP (Delaware Office), United States
ABOUT THE AUTHORS ; ACKNOWLEDGMENTS ; FOREWORD by Ben W. Heineman, Jr. ; FOREWORD by Ira M. Millstein ; PREFACE ; INTRODUCTION ; CHAPTER I THE GENERAL COUNSEL'S CHALLENGES IN THE NEW REALITY ; A. The Landscape ; B. Key Characteristics of the General Counsel Position ; C. Dealing with the New Reality ; D. Key Takeaways for the General Counsel's Challenges in the New Reality ; CHAPTER II EVOLUTION OF THE ROLE OF GENERAL COUNSEL ; A. Historical Perspective ; B. Modern Reality ; C. Key Takeaways on the Evolution of the Role of General Counsel ; CHAPTER III the general counsel on the balance beam ; A. The Many Hats Worn by the Modern General Counsel ; B. The Lonely Middle: Relationships with Senior Management and the Board ; C. Other Relationships ; D. Key Takeaways for the General Counsel on the Balance Beam ; CHAPTER IV THE GENERAL COUNSEL LEADING THE CHARGE ; A. Establishing and Maintaining a Legal and Ethical Culture ; B. Ethics and Professional Conduct Rules Governing In-House Counsel ; C. Demonstrating Openness and Community Involvement ; D. Key Takeaways for the General Counsel in Leading the Ethical Charge ; CHAPTER V ADVISING THE BOARD ON CORPORATE LAW AND OTHER LAWS ; A. Corporate Law and Corporate Governance Under State Law ; B. The CLO's Advice on Other Laws and Issues ; C. Key Takeaways for the General Counsel in Advising on Corporate Law and Other Issues ; CHAPTER VI Managing the Legal Department ; A. Need for Adequate Resources ; B. Compartmentalization and Decentralization ; C. Global Challenges ; D. Working Within the Law Department Budget ; E. Choosing Outside Counsel ; F. Key Takeaways for the General Counsel in Managing the Legal Department ; CHAPTER VII THE GENERAL COUNSEL IN THE CROSSHAIRS: EXPOSURE TO SANCTIONS, PROSECUTION, AND LIABILITY ; A. Conceptualizing the Role: The General Counsel as Advocate, Gatekeeper, or Persuasive Counselor ; B. Reporting up and Reporting out ; C. Understanding the Risks: Types of Liability Exposure Confronting In-House Counsel ; CONCLUSION ; APPENDIX 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.)
