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In the February 2013 issue of Corporate Counsel, IBM general counsel Robert Weber makes three points about the independence and stature of in-house lawyers, and a fourth one setting up and then striking down the false idea that inside lawyers should be the conscience of company. (See “Is the GC the Conscience of the Company? Maybe Not”) Although I agree with much of what he says on independence and stature, I write this comment to disagree strongly with his odd mischaracterization of the inside lawyer’s role relating to corporate integrity—to law, ethics, and values—which runs contrary to the actual experience of those of us who are (or have been) in-house lawyers. On the “conscience” point, Weber argues:
“I explicitly part company with those who now assert—and there are many—that the general counsel serves as ‘the conscience of the company.’ Few concepts would be as destructive as to the lawyer’s right to sit at the senior table as to place around the lawyer’s neck the millstone of being the company’s ‘conscience’.” [Emphasis added]