In a recent In-House Connect webinar, “Ethics for In-House Counsel,” special guest Lisa Lang, Vice President and General Counsel for Ohio Northern University and author of Why This, Not That, explored the complex ethical responsibilities of corporate general counsels. The discussion provided invaluable insights into best practices for managing ethical dilemmas within corporate environments, with a focus on internal reporting, attorney-client loyalty, and avoiding conflicts of interest.
Here are the five key takeaways from the webinar:
- Handling Subpoenaed Employees: Emphasize Upjohn Warnings
When employees are subpoenaed, it’s crucial for general counsel to clearly communicate their role. The ethical best practice is to meet with the employees and explicitly inform them that counsel represents the company, not the individual employee. This is where the Upjohn warning comes into play—it ensures employees understand that attorney-client privilege applies to the corporation, not to them personally. This approach helps avoid misunderstandings and reinforces the ethical standards of legal representation.
- Grand Jury Attendance: Adopt Best Practices
When it comes to grand jury proceedings, general counsel should attend but not sit with the subpoenaed employees. This is the most ethical approach, supported by 62% of webinar participants. By not sitting with employees, counsel avoids the appearance of exerting influence, maintaining the integrity of the process while upholding ethical standards.
- Engaging External Counsel to Avoid Conflicts
To prevent conflicts of interest and preserve attorney-client privilege, engaging external counsel can be a critical step. This strategy is particularly important when general counsel could potentially become a fact witness in legal proceedings. By bringing in external counsel, in-house legal teams ensure that their primary duty to represent the corporation is upheld, while also safeguarding their impartiality.
- Reporting Misconduct: Prioritize Internal Solutions and “Up the Ladder” Reporting
Before resorting to resignation or external reporting, in-house counsel should prioritize internal measures to address misconduct. The importance of persuading the CEO to reconsider unethical actions, and if necessary, escalating the issue to the board of directors. This internal approach aligns with ethical standards, protecting the organization’s interests while adhering to legal and moral obligations.
- Balancing Business Partnership with Ethical Guardianship
In-house counsel often face the challenge of balancing their role as business partners with their responsibility as ethical guardians. While they support company objectives, they must also have the courage to say no to executives when ethical standards are at risk. Striking this balance is critical in maintaining the corporation’s integrity and avoiding catastrophic scandals like Enron and WorldCom.
The webinar provided crucial guidance for navigating ethical challenges within corporate environments. By focusing on internal reporting, engaging external counsel when necessary, and upholding the company’s best interests, general counsels can manage ethical dilemmas effectively while preserving the organization’s integrity.
Missed The Session? You can watch it now via IHC On-Demand!
