In-house counsel at all levels of an organization can play a role in establishing an environment
where misconduct is less likely.
Every general counsel should ensure that his or her organization has a top-down, ethics-driven
culture where doing the right thing is the paramount priority.
Every general counsel should insist on having routine meetings with the board and key board
committees. A general counsel’s high degree of authority and visible channels of communication
up the chain send a powerful deterrent message throughout an organization that malfeasance has
no place to hide.
Be wary of general counsel roles that report to the chief financial officer and have only limited
(and possibly highly choreographed) access to the CEO and board. That structure may communi-
cate to the entire organization (and you) that the general counsel is a second-tier functionary with
limited influence over business ethics.
So what does it look like to “proceed as is reasonably necessary in the best interest of
the organization” under RPC 1. 13(b) without getting sued, prosecuted, harangued by
regulators or, alternatively, getting fired for being a chronic, curmudgeonly naysayer?
PROCEEDING IN THE BEST INTEREST OF THE ORGANIZATION—
SIX BEST PRACTICES
Build Strong Cultural and Structural Foundations No. 1
In-house counsel at all levels should aspire to be so competent, trusted,
and admired that colleagues at all levels naturally accept and follow their
To earn this trust, colleagues must know that you understand and embrace
the organization’s goals. Quietly and effectively demonstrate that you understand where the organization is headed and that you are passionately committed to pushing initiatives forward, efficiently addressing legal and regulatory
challenges, and solving problems. Resist the urge to make yourself feel useful
by simply finding fault with what others in the organization are trying to do
without offering solutions first.
Being business savvy and demonstrating excellent business judgment are
key to earning a level of trust and respect that will help ensure colleagues
include you early in projects and take your concerns seriously.
Learn the Business and Earn Your Colleagues' Confidence No. 2
BEFORE TAKING ANY
IT IS ALWAYS HARDER TO EFFECTIVELY GUIDE
OR ALTER A PROJECT ONCE SUBSTANTIAL
RESOURCES HAVE BEEN COMMITTED. © G