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At one company on a panel at the Fifth General Counsel Roundtable, Dec. 6, 2007, summarized in a publication by the Economist Intelligence Unit, risk management is embedded within each business line. Risk management is overseen by a central risk committee on which the general counsel sits.

Here is the zinger: “The legal department vets all major decisions the company makes.” The example given was that the general counsel signs off on all interest rate models.

The pervasive responsibility boasted by that legal department cuts far too wide a swathe. Any law department that presumes to intrude on “all major decisions” treads far onto the turf of business executives.

According to a panelist at the Fifth General Counsel Roundtable, Dec. 6, 2007 cited in a summary produced by the Economist Intelligence Unit at 8, the four reasons, draw on several advantages of a general counsel and his or her law department.

(1) The general counsel “touches more areas of the company than even the president or line leaders.” Everything significant ought to come to the attention of the top lawyer.

(2) “The GC is independent, which is a valuable trait in risk management.” Lawyers ought not to be too closely aligned with any particular business unit or staff group (See my post of June 10, 2008: comments by Michael Helfer.)

Michael Helfer, the general counsel of Citigroup, addressed the Fifth General Counsel Roundtable, Dec. 6, 2007. As summarized by the Economist Intelligence Unit at 6, Helfer reflected on a fundamental management challenge: “managing a legal function so that it supports the company’s business strategy without being co-opted by any particular business within the company.”

“In-house lawyers represent the company as a whole” runs the truism, but in the hurly-burly of work life, it is seductive for those lawyers to identify with human beings, the clients they talk to on the phone and share meals with in the cafeteria. The tugs of individual representation, however, are little co-options, and erode the corporate-wide view that Helfer espouses. The price of liberty is eternal vigilance, as is the price of independence from particular business and staff groups.

The Fulton County Daily Report, May 2, 2008, has an article by Katheryn Hayes Tucker that comments on the Association of Corporate Counsel Eighth Annual Chief Legal Officer Survey, released last month. The ACC invited 5,355 U.S. members holding the CLO or GC title to participate in the survey and 1,166 responded.

The data from late 2007 shows that 85 percent of the respondents expressed deep satisfaction with their career, according to an executive summary released by ACC. One downside, however, are independent auditors.

The top lawyers don’t appear to be so fond of the outside auditors with whom they work. “While 59 percent of GCs said their relationships with outside auditors had not changed in the past year, about a quarter of the respondents said those associations had been difficult.” The reason cited by some GCs is that the dynamic had become more adversarial. I can imagine heads butt when the accountants take one position and the lawyers take another.

In Corp. Counsel, Vol. 15, May 2008 at 98-99, you can peruse a list of 90 “top-ranked universities and the lawyers that head their legal departments.” In that illustrious grove of academe, however, lurk no less than six that lack a chief legal officer. The bereft six are the Univ. of Delaware, Purdue, Clark, Stevens Institute of Technology, Clarkson, and Penn State. Perhaps they have in-house lawyers but no one designated as even primus inter pares. In fact, I strongly suspect that a few of those half-dozen (5.2% of the group) have a practicing lawyer or two on the payroll.

As a consultant to legal departments as well as an alumnus, I am pleased that my undergraduate college, Harvard, as well as my law school, Columbia, and my LLM school, NYU, each have a general counsel.

One postscript (pun recognized): Georgia Inst. of Technology is headed by a Chief Legal Adviser, which puts that office holder in his place. Just advise me, don’t make any decisions.

A piece in Counsel to Counsel, May 28 at 10, showcases the efforts of the computer manufacturer Lenovo to combat worldwide counterfeiting of its products. “As the company’s legal representative, inside counsel must ensure that processes are in place to watch for and identify counterfeit items early on, aggressively pursue and prosecute counterfeiters, and reassure partners, the public and government regulators that the company’s products are trustworthy.” Certainly, the general counsel of Lenovo, Michael O’Neill, moneil@lenovo.com believes that oversight of anti-counterfeit efforts falls within the ambit of the legal department.

Undoubtedly, companies need to know the laws that pertain to fake products and how to cut them off legally, which means that lawyers need to provide counsel, but much of the associated leg work does not require legal training. To monitor Internet and bricks-and-mortar sellers and manufacturers, to investigate customer complaints, to purchase samples of suspicious products and identify them as knock-offs, to train port-of-entry law enforcement and customs agencies, to educate and calm consumers, to take part in raids, and to lobby with peer companies for protective laws and regulations does not require the oversight of a lawyer.

It seems to me that crack-downs on counterfeits sits right at the edge of the law department’s scope of responsibility.

How a lawyer writes mirrors how that person thinks. Depth of understanding, force of reasoning, and clarity of expression all blaze from a person’s pen.

This blog has connected effective writing to effective lawyering in various ways (See my posts of May 13, 2007: writing instructors; Sept. 21, 2005: writing coaches; May 19, 2006: comparative styles of firm lawyes and law department lawyers; Feb. 8, 2006: maximum of two drafts; and June 12, 2005: “a good lawyer sounds and writes like a lawyer.”). These posts, along with my defunct series on writing better, have all gone toward the quality with which one expresses oneself on paper (See my post of Jan. 4, 2008: why I stopped the writing posts.).

Other posts have talked about email, but more in the context of format and tone. I have also written generally about communication style (See my posts of June 20, 2007: working style of your boss.). Writing permeates almost everything an in-house attorney does; writing clearly increases productivity and boosts your value to your client.

Much management of in-house teams depends on the term “matter.” For instance, managing attorneys often assign work according to matters (the British “file”) and visualize workloads by numbers of matters on someone’s desk (See my post of March 26, 2007: “a material increase (44%) in the average number of Legal Requests completed each month.”).

Matters, however construed, are ubiquitous. They are the bedrock of time tracking. Matter management systems are aptly named. Benchmarks assume shared notions of what are matters (See my post of April 3, 2005: how to measure productivity.). Law firms bill for each matter they handle (See my post of Sept. 14, 2005.). We talk about the complexity of a matter, which presupposes we all know what one is (See my post of March 13, 2007: a complex issue to define a matter’s complexity.). Matter data informs RFPs (See my post of Nov. 9, 2006.).

How you define a matter doesn’t matter If your department eschews metrics. Everyone just handles their inbox. But if you want to track anything about what your department does, it’s important to have some shared parameters for what makes some set of tasks a “matter” (See my post of Sept. 14, 2005: when to put a matter into your matter management system;

The UK-based law firm Eversheds posted on Legal OnRamp a document about a conclave with its Advisory Board (See my posts of March 23, 2008: additional background and two ideas; and Aug. 3, 2005: Baxter’s Litigation Advisory Board.).

A comment by one member of the Board rocked me: “In many areas of law it is possible to put out some sample cases to external law firms so that you have a benchmark of external cost. You can compare the cost of handling it inside to the cost of handling the sample cases outside.

I am amazed that any law department would try this, although I wish there were more of such empirical research (See my post of July 4, 2006 and Oct. 23, 2005: dearth of research on law departments; July 4, 2006 on lack of data; and Aug. 1, 2006 on natural experiments.).