Indispensable Counsel

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.)