A dozen or more years since what one expert called the “great awakening among law firms” about the need to designate an in-house adviser, the role of firm general counsel continues to evolve.
The majority of large and even midsized firms have a general counsel designee—often someone who assumes the role as a full-time position, GCs and consultants said. And while the issues common among them are numerous—such as conflicts and litigation involving the firm as a party—the list of unique and interrelated concerns appears to be changing and growing.
“You can’t say cybersecurity is one distinct area and has nothing to do with ethical responsibilities, because it’s just not the case,” said Ellen Torregrossa-O’Connor, a partner at Wilentz, Goldman & Spitzer who recently took over for Frederick Dennehy, who spent 11 years in that role. “To me, those areas overlap so much, I think there’s an advantage to the right hand knowing what the left hand is doing.”
“I was fortunate in that the role was well-defined here,” but, “I’m sure it’s going to fluctuate,” she added.
Indeed it’s easy to envision the law firm general counsel as someone who takes a little time away from his or her practice to make sure colleagues are following ethics rules.
“We’ve now moved way beyond that,” said James Jones of Legal Management Resources LLC, a former managing partner of Arnold & Porter who now hosts law firm GC roundtables several times a year.
“I think it’s going to continue to move more toward the model of the corporate [chief legal officer],” Jones added. “Over the last 10 years, you’ve seen the risk environment of law firms escalate quite dramatically. … The stakes have gone up a lot.”
Those risks run the gamut, he said—from the predictable, like routine conflicts issues, to the new, such as privacy laws and government regulations that could implicate lawyers in their clients’ misdeeds.
Jones pointed to an “increasing willingness of regulators—as well as other lawyers—to hold lawyers responsible for the actions of their clients.”
Also, general counsel must account for “outside counsel regulations,” which are terms imposed on lawyers by their corporate clients that could go far beyond ethics strictures, and could even violate those very strictures, Jones said.
Law firm general counsel also play an integral role in transactional matters, such as vendor contracts and even firm merger discussions.
As the landscape changed, the need for a designated GC became clearer, it seems.
At Day Pitney, it’s not a full-time position per se, but, according to GC James Sicilian, “it has occupied more of my time than I anticipated it would, but I think that’s primarily because we’ve developed a more robust compliance approach.”
That means spending 40 hours per week on general counsel tasks, devoting more time to that role than to his commercial litigation practice, said Sicilian, a former executive committee member who took the post in 2014 for an indefinite term, replacing the first general counsel ever formally designated at Day Pitney, Allan Taylor.
“It’s still an evolving position. I think a lot of law firms, including large law firms, resisted the conclusion that it was necessary because they didn’t want to take a lawyer’s time away from client work,” Sicilian said. “As time’s gone on, it’s become increasingly prevalent.”
Sicilian’s routine tasks include addressing loss prevention and conflicts, as well as working with cybersecurity and information-technology professionals on technology-related issues.
As for litigation by and against the firm, “we handle some of that ourselves,” Sicilian said. “Sometimes we have outside counsel. And when we do have outside counsel, I’m the firm contact.”
The job responsibilities might be changing, but the role is not a new one.
James Wilber of Altman Weil’s Milwaukee office pointed to a string of surveys the consulting firm performed years ago: in 2004, 63 percent of firms reported having a designated general counsel; by 2008, the number had grown to 85 percent.
According to Jones, the traditional practice of using a panel or committee to address internal issues gave way long ago to a GC designation. At present, law firms who approach the 80- to 100-lawyer-mark typically will make general counsel a designated position, and those who count their attorneys in the hundreds are likely to make it a full-time position for one or more people, he said.
At Fox Rothschild, GC Thomas Paradise is one of four full-time attorneys in the office of the general counsel, including two assistant general counsel in the firm’s Princeton office. There’s also a part-time assistant general counsel and numerous firm lawyers, including nine conflicts counsel, who work with the group.
The expansion of the office coincided with head count growth at the firm, from fewer than 300 attorneys in the early 2000s to nearly 800 presently, according to Paradise.
“With a firm that has grown the way we have—primarily through lateral integration—we spend a fair amount of time dealing with conflicts,” said Paradise, who was approached about becoming Fox Rothschild’s first GC 12 years ago.
At the time, “it was unusual of a firm our size to create that position, but we saw it as a position that was important to have,” he said.
“I’ve been stuck with it ever since,” Paradise quipped, though he added, “there’s something nice about not having to keep a time sheet or answer to the whims of judges.”
At Wilentz, even before Dennehy assumed the GC role 11 years ago, another lawyer was serving that function more informally, according to Torregrossa-O’Connor, a former assistant Ocean County prosecutor who maintains a white-collar defense practice but describes the general counsel position as “my primary function.”
“It’s absolutely a heavy lift,” she said, naming resolution of internal disputes and policy-making among her tasks. “It’s an evolving—and probably growing—role. … It’s a challenge that maybe wouldn’t appeal to everyone.”
The general counsel is purposely kept separate from the management committee, though the role requires advising the committee, Torregrossa-O’Connor said.
“Some attorneys might feel in this role that they meet with constant resistance; I feel the absolute opposite of that,” she added.
If the search for solidarity among the relatively few lawyers who do the job is any indicator, the evolution of the role is real.
Jones has two groups of law firm GCs who attend his roundtables: a group of about 50 from firms of 400 attorneys and larger, and a group of about 20 from law firms of roughly 100 to 400 attorneys.
In Philadelphia, a group of law firm GCs from the city and South Jersey—primarily linked as policyholders of Attorneys’ Liability Assurance Society Inc.—get together occasionally, according to Paradise.
“I’m seeing more and more interaction among general counsel of firms,” Paradise said. “Because it can be a lonely position. … It’s nice to have someone to bounce ideas off of.”
Firm to firm, there seem to be more commonalities than differences in what the GC role entails. Perhaps the list of issues that prompt attorneys to knock on the general counsel’s door is growing longer, but the role seems essentially unchanged: It’s the place for the firm’s lawyers to seek, and get, help.
“That’s what’s important about this role: to be decisive,” Torregrossa-O’Connor said. “If people don’t fear the consequences of coming forward and raising an issue, that’s half the battle.”
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