Expanding the Lawyer's Role

Shannon Green

Corporate Counsel

2012-06-01 00:00:00.0

Steven Zipperstein has done it all. Before the recently retired Verizon Wireless GC moved in-house, he spent almost a decade at the U.S. Department of Justice, working on some of its highest-profile matters. He won the first savings and loan case to go to trial and prepared then-Attorney General Janet Reno for congressional testimony on the government's raid of the Branch Davidian compound.

Zipperstein's government savvy paved the way for his in-house career. He joined GTE Corporation as deputy general counsel in 1996, just after the Telecommunications Act rewrote the regulatory framework of the industry. "The Internet was just getting up and running, and wireless telecommunications were just getting under way," says Zipperstein. He seized the opportunity to join an industry in a state of rapid transition.

As it turned out, the changes never stopped during his 15 years in-house. Reporter Shannon Green spoke with him about the expanding role of the general counsel, and the pros and cons of working ever more closely with the business side. An edited version of their conversation follows.

Corporate Counsel: What advantage did your experience in the Justice Department give you as you moved into what was becoming a highly regulated field?

Steven Zipperstein: Having come from a government agency and into a business that interacted with government agencies at the state and federal level was a great advantage. Second, trial lawyers pride themselves on their ability to move from one case to another and learn about new subjects and industries. My experience helped me to navigate my way through the learning curve.

CC: Increasingly, in-house lawyers are being seen by their clients as business partners. What are some of the positives associated with this?

SZ: The more that the business people view their legal team as a value additive, the better the legal team can feel about the role that it plays on behalf of the shareholders and the corporation. Some in-house lawyers have taken on administrative roles, overseeing other staff functions such as human resources and public affairs. I think it's very good for the reputation of the legal community that the business people are beginning to recognize that lawyers can bring to the table very valuable skills in helping to solve business problems, as well as helping to solve legal problems.

CC: Why are the business partners just now realizing that their lawyers have broader ability?

SZ: As business decisions increasingly become interwoven with regulatory considerations and legal considerations, business people have begun to rely on the lawyers for a range of advice that goes beyond what a statute says or what a case says. In the course of that, the business people are seeing that lawyers are able to communicate very clearly and succinctly on financial matters and on strategic matters. They're seeing that lawyers have the ability to learn very quickly and absorb a lot of complex information that may not necessarily involve providing legal advice.

CC: As lawyers take on more business responsibilities, what are the risks?

SZ: The lawyers need to be mindful that when they do take on these other roles and wear these other hats, they are not going to be able to assert the attorney-client privilege with respect to matters for which they're not providing legal advice. They also need to remember that ultimately, as the general counsel, their client is the entity—the corporation and its shareholders—and not any of the individual team members.

CC: How can lawyers protect themselves in that situation?

SZ: It's very important to make sure the clients understand when the lawyer is stepping out of the legal role and into the business role. And it's important for the lawyers to make sure the clients understand that when the lawyer is not functioning as a lawyer, the communications between the lawyer and the business people are not going to be protected. The second tip would be to make sure that before offering advice on a business matter, they steep themselves in the subject matter, so that when they do offer advice, they can do so in an informed way and add value to the business colleague's consideration of the issue.

CC: Although doing business overseas is good for business growth, you have proposed that legal risks might cause some companies to take a second look at globalization. What are your predictions?

SZ: We saw the U.K. Bribery Act become law last year, which is even broader than the [Foreign Corrupt Practices Act]. With the highly increased focus, both among U.S. and British authorities, on conduct overseas, and with the number of investigations that are out there, it's possible—and I'm not making a firm prediction—that some companies may get to the point where they say, "Is doing business overseas worth it?" We'll have to see how things evolve with enforcement.