In-house ACCess : In-house ACCess: Association of Corporate Counsel : ACC : The In-house Counsel Bar Association

I recall one day when I was first hired in-house and my boss came into my office upset with an opinion I had given. After he was finished reading me the riot act, I told him that he had a right to expect the very best opinion I could give, and he or other members of the management team could follow it or ignore it, that was up to them, but they did not have the right to tell me what that opinion was going to be.

Some years later, I was intransigent about a legal position we should take to represent the best interests of the shareholder. The business manager was resisting it because he felt the lawsuit would impact the price of future products in a manner that would adversely affect the way his performance was measured. He expressed considerable exasperation working with me, however, as he walked out the door he looked back and said, “Although I do not like working with you as a business colleague, if it was my money you would be the only person I would hire.”

I am sharing these experiences with you because this morning I was captivated by the House oversight hearings on the continuing saga of the Bank of America purchase of Merrill Lynch. What I had not known was that a Bank of America General Counsel was terminated for no reason apparently except that he had given advice that was contrary to the wishes of the CEO. His successor, although a lawyer, had not practiced for 10 years. He testified, as did every other member of the BofA Board on the panel, that he had the highest respect for his predecessor’s skill and capability, but that it did not occur to him to ask why he was abruptly fired in the middle of the BofA purchase of Merrill. Considerable skepticism was expressed concerning the candor of this testimony—and justly so, since a General Counsel who assumes a position in the context of a termination which appears questionable or improper is as guilty of the malfeasance as the perpetrator – he or she merely enables the malfeasance.

Your client is the company and its shareholders—not necessarily the person who holds your career in his hands. We need to remind those in our profession of that fact, and that their failure to adhere to the principle not only ultimately brings shame upon themselves, but also upon the profession.

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You would think they would see the futility from the legal  profession—we set up mandatory CLE and Ethics courses to disguise the fact that we as a profession would rather mask the problems with our profession rather than face them head on. People insure they provide high quality service and “do the right things” not because they are required take a few courses on legal subjects or ethics but because of whom they are and what they believe their profession expects from them. It is a cultural problem that starts at the quality of people who we select as law professors and who law schools select from their applicant pool.

Well, Harvard and its MBA school are about to replicate the same flawed practices to deal with their tarnished brand. The problem they believe is to develop courses on risk. They are going to review articles (I hope this is one of them) critical of the institution and its “tarnished” (try destroyed) reputation. Stanford is developing a course entitled: “Understanding Cheating”. The Dean of Boston University School of Management has even suggested that they may examine the fact that they are part of the problem.

You do not have to teach people not to cheat—they know when they are cheating. You don’t have to teach public company CEO’s that there is no way they are worth 15 million dollars in lifetime, let alone a year. These are not great leaders. These are people who have such low self-esteem they have to surround themselves with weak boards who continually have to stuff dollars in their pockets to create a sense of self-worth.

Harvard, Stanford, MIT etc. are the problem—starting at the top and working its way down through the type of people they select to attend their institutions. My son is an example in contrast—rather than pay $90,000 a year to listen to a bunch of professors who would have difficulty running a hot dog stand, he is starting a business with a real respect for the fact that his investors trusted him (yes trust). He lives on noodles to insure he controls costs and can make payroll.
He is making an idea a reality and if he is successful he may well become wealthy, but there is still considerable risk he may fail—imagine he understands risk without ever having had to take a course on it at Harvard.

Occasionally, he expresses some envy at the things others around him have that he would like. Then, I have to tell him the bad news—someday he may actually be able to afford all those things, but what he will value most is what he has right now.
 

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Today, February 19th Susan Hackett, the Senior Vice President and General Counsel for the Association of Corporate Counsel (ACC), is conducting a half-day Ethics Training course for members of Marriott’s legal department.  While Susan guides attendees through an interactive session designed for the professional, ethical and compliance related challenges facing in-house counsel, live reports will be posted on the ACC’s Event Blog.  The program will be complimented by an interactive DVD, which ACC developed specifically for in-house counsel, with their needs and interests in mind.  The scenarios are intended to engage participants in a discussion about “what happens next” and to help gauge responses to difficult, real-life situations, such as:

• investigating employee wrongdoing and tactics that push ethical limits for lawyers; 
• how to detect and respond to financial decisions that may push the envelope when you are the non-business person on the enterprise risk management team; and
• determining when the government should be notified if an internal investigation is at its behest (“Corporate Internal Investigations”)

 
The vignettes presented will serve as a great platform for discussing legal ethics and the minefields that corporate counsel encounter in their day-to-day practices.  Follow @accevents via Twitter or check out the updates on Event ACCess and watch how attendees determine how our corporate counsel hero should handle the situations presented.
 

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Check out our photos from today's Law Department Ethics DVD presentation.

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Today, Susan Hackett is delivering the ACC Ethics DVD presentation to over 50 in-house counsel at Marriott headquarters. The ethics DVD, produced in late 2008, first debuted to great acclaim, at the ACC Annual Meeting in Seattle last October.  It's interactive and 'open style' forum allows for participants to share their thoughts and perspective on different ethical scenarios presented in the DVD.

This program provides in-house counsel the opportunity to receive ethics CLE credit while in the comfort of their own offices. Marriott has a beautiful campus- we're excited to be here. And we're about to get started. . . 

In the meantime-what are your thoughts on ethics CLE requirements?

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