Indispensable Counsel

ABOUT THE AUTHORSACKNOWLEDGMENTSFOREWORD by Ben W. Heineman, Jr.FOREWORD by Ira M. MillsteinPREFACEINTRODUCTIONCHAPTER I THE GENERAL COUNSEL'S CHALLENGES 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 RealityCHAPTER II EVOLUTION OF THE ROLE OF GENERAL COUNSELA. Historical PerspectiveB. Modern RealityC. Key Takeaways on the Evolution of the Role of General CounselCHAPTER III 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 BeamCHAPTER IV THE GENERAL COUNSEL LEADING THE CHARGEA. Establishing and Maintaining a Legal and Ethical CultureB. Ethics and Professional Conduct Rules Governing In-House CounselC. Demonstrating Openness and Community InvolvementD. Key Takeaways for the General Counsel in Leading the Ethical ChargeCHAPTER V 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 IssuesCHAPTER VI 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 DepartmentCHAPTER VII THE GENERAL COUNSEL IN THE CROSSHAIRS: 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.)