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The role of in-house counsel is at a turning point as attorneys adapt to the requirements of the Sarbanes-Oxley Act and other post-Enron corporate governance reforms. The various changes on tap, affecting everything from client confidentiality to an attorney’s relationship with senior management, are among the key topics on the agenda at the Association of Corporate Counsel’s annual meeting, which kicks off today at San Francisco’s downtown Marriott. The three-day conference has attracted in-house lawyers from around the world, with 2,100 attendees – the organization’s largest annual meeting to date – signed up to attend the numerous panel discussions and to network. “There’s a lot of uncertainty out there right now as to how this is all going to shake out,” said UCLA School of Law professor Stephen Bainbridge regarding the recent spate of reforms affecting in-house attorneys. “People are still trying to figure out what the parameters are going to be in terms of whether they can continue to do business as they’ve always done or whether they’re going to have to start acting as an agent of [a company's board of directors].” The ACC, which recently changed its name from the American Corporate Counsel Association, will also hold its annual changing of the guard during the conference. John McGuckin Jr., general counsel and executive vice president of San Francisco’s Union Bank of California, will take over as chair of the organization. A Harvard Law School graduate, McGuckin has served as the vice chair of the ACC’s board of directors for the past year. The conference will also honor various in-house lawyers and legal departments, including Hilton Hotel Corp. General Counsel Madeleine Kleiner, who will be presented with the ACC’s diversity award. The Beverly Hills-based company’s 22-person legal department includes 13 women and five people of color, and it gives preferred status to outside counsel with diverse ranks. The ACC conference is the largest single gathering of in-house lawyers in the United States or anywhere in the world, said President Frederick Krebs. Speakers at this year’s event will include chief justices of the Indiana, Idaho and Delaware Supreme Courts, as well as numerous general counsel, including Sun Microsystems’ John Croll, Hasbro’s Barry Nagler and Gateway’s Javade Chaudhri. While the event’s roughly 90 individual programs will cover everything from intellectual property to employment law, many are dedicated to the changes wrought by recent corporate governance reforms. Among the scheduled programs are panels exploring document retention, new attorney professional conduct standards and a session titled “What to Do When the SEC Calls: Securities Investigations & Other Corporate Crises.” “The job of being a general counsel in a public company today is dramatically different and more central to the life of the corporation than it might have been a few years ago,” said Fenwick & West Silicon Valley partner Horace Nash. “It’s an enormous change in what they do.” While in-house lawyers have traditionally enjoyed a cozy relationship with a corporation’s CEO and senior management team, the Sarbanes-Oxley Act shifts the lawyer’s accountability to the board of directors. This change, along with requirements that in-house attorneys report any improprieties up the corporate ladder, could create a more adversarial relationship between corporate counsel and senior management, say many lawyers. And the American Bar Association’s recent changes to its professional code of conduct, including a loosening of client confidentiality provisions, could further affect the in-house lawyer’s role within a corporation. “A lot is going on in this area,” said the ACC’s Krebs. “It’s a tremendous challenge but also tremendous opportunity for in-house lawyers.” Reporter Alexei Oreskovic’s e-mail address is [email protected].

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