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Corporate Counsel exclusive:Companies expect their general counsel to pay attention to all the little details, but some legal chiefs have fallen behind in keeping their own affairs in order. A survey by Corporate Counsel of the Fortune 250 found eight GCs who are not properly licensed in the state in which they work. This group includes Vernon Baker II of ArvinMeritor, Inc.; Michael DeBacker of Dana Corporation; Robert Sloan of Entergy Corporation; Siri Marshall of General Mills, Inc.; Arthur Hipwell of Humana Inc.; Terrance Carlson of Medtronic, Inc.; Todd DuChene of Solectron Corporation; and John Donofrio of Visteon Corporation. Chart: Something’s Missing Of these eight, Hipwell has no license at all, while the rest don’t have the special license required by their states for in-house lawyers who haven’t taken the local bar exam. All but DuChene said that they were in the process of obtaining proper licensing. In each instance the local state bar or board of examiners could not verify if or when the lawyer had applied for a special license. In interviews, the general counsel had various explanations for why they weren’t properly licensed. “You got me,” jokes ArvinMeritor’s Vernon Baker II, who works at the automotive supplier’s Troy, Michigan, headquarters. Like several other GCs, he says that he just didn’t know about the licensing rule in his current state of residence. Baker is licensed in Pennsylvania, but when he joined ArvinMeritor in 1999, he was living in New Jersey, which at the time didn’t require additional licensing for in-house counsel who were admitted in another state. Baker, who says he applied for Michigan’s special certificate this past February (before Corporate Counselcalled him), heard about the state’s rule through his local Association of Corporate Counsel chapter. Since then, Baker says, “I’ve kind of been beating the drum saying I found out about it, [because] there are lots of folks I know who are not members of the bar.” Other GCs, like Robert Sloan of New Orleans�based Entergy, knew about their state’s requirement but fell afoul of the rule due to individual circumstances. Louisiana began requiring a special certificate in April 2005. According to Entergy in-house counsel Allyson Howie, Sloan applied for his limited license that year. But after Hurricane Katrina hit in August 2005, Sloan was forced to work in Mississippi and Texas before he could return to the New Orleans office. Howie explains that Sloan and his staff thought his application was complete before Katrina. According to Howie, “We didn’t realize it hadn’t been finished,” until Corporate Counselcontacted the company. Todd DuChene at Solectron, an electronic systems manufacturer based in Milpitas, California, was alone among the GCs in our survey in declining to confirm or deny his status. DuChene is not listed in The State Bar of California’s database as a licensed attorney, according to bar officialDiane Curtis. Licensing requirements vary from state to state, and none of the GCs in Corporate Counsel‘s survey would be required to obtain a special permit if they worked in, say, Washington, D.C., which, like 24 states, doesn’t require in-house counsel to obtain a local license if they’re licensed elsewhere. According to the American Bar Association, 26 states do require a special license for company lawyers. Finding out whether a state requires a special license can sometimes be difficult. Take Maryland, for example. Officials at the state’s bar association, the board of law examiners, the attorney grievance commission, the court of appeals clerk’s office, and a legal ethics emergency hotline were all unable to answer the question of whether Maryland demands a limited license�or else answered incorrectly that it does. Finally, a bar counsel at the attorney grievance commission was able to confirm that according to Maryland law, in-house lawyers are not required to have any kind of licensing in the state. Whether general counsel actually need to be licensed to practice law at all is a bigger philosophical question that some in-house attorneys have raised. Arthur Hipwell, who joined Louisville-based Humana in 1979, let his Kentucky law license completely lapse in 1985. He explains that he did so because he believed he was essentially acting as a Humana executive rather than as a lawyer. “I haven’t been doing anything intentionally wrong,” says Hipwell, who became Humana’s GC in 1992. He adds that he is now trying to figure out what he needs to do to rectify his licensing problem. Though it may seem farfetched to think that a company lawyer doesn’t need to be licensed, plenty of small businesses operate without a general counsel, which means that their executives are making many of the kinds of legal decisions that an in-house lawyer would. The number of unlicensed in-house counsel certainly isn’t limited to the GCs identified in Corporate Counsel‘s survey. Though nobody knows how many company attorneys aren’t properly licensed, past surveys by ACC of its membership suggest that the total could be in the hundreds or even thousands. There are some reports of in-house lawyers subsequently being denied admission to other state bars because of the unlawful practice of law, but they’re rarely targeted by bar disciplinary counsel, who are more interested in going after attorneys for theft and fraud. Besides, few disciplinary bodies are going to independently pursue action against an unlicensed lawyer without a complaint, and few companies are likely to report their own lawyers for not being properly certified. Principally, the punishment comes in the form of public embarrassment that could impede career paths. Stephen Gillers, an ethics expert and law professor at New York University School of Law, notes that improperly licensed general counsel could endanger their companies in one serious way�a plaintiff could argue that an unlicensed lawyer’s work product isn’t protected by attorney-client privilege. While Gillers doesn’t believe a general counsel’s licensing lapse merits suspension or disbarment, he does think it’s significant. “Is it a big deal?” Gillers asks rhetorically. “It’s a deal. Lawyers are supposed to know the law.”

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